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Like a play with one act remaining, the plot lines in private equity’s saga were unresolved in 2010. The industry appeared to be on the mend but the future was murky.
A year later, it is plain that the buyout business has survived this economic bust just as it had several prior ones. When we finalized the hardback edition of King of Capital , buyout activity was downright anemic, and many of the big-ticket investments that private equity players had splurged on from 2005 to 2007—at the top of the market—were in sorry shape. Since then, things have taken a sharp turn for the better, thanks to a recovering economy and ultralow interest rates, which have buoyed corporate earnings and the values of private equity investments. Most, but not all, of the inventory of mid-decade megadeals are now well above water—the investments worth at least what was paid for them. New buyouts are being minted. Blackstone Group’s stock, which hit a low of $3.55 in February 2009, bounced back to nearly $20 at one point in early 2011.
Over that year, several of the key themes that emerged as we traced the history of Blackstone and of leveraged buyouts have also become even more manifest. Most significantly, the drive by the elite private equity houses to diversify away from buyouts and to go public has gained speed. The slump that socked them with heavy losses has turbocharged such efforts, which are altering—even reinventing—the industry’s business model.
In this edition, we have recast the conclusion, Chapter 26 , to reflect more recent events and we have updated our case studies of Blackstone investments in the penultimate chapter as well as some of the statistics there. We have also made minor revisions and corrections elsewhere.
October 2011
More Rumors About His Party Than About His Deals,” blared the front-page headline in the New York Times in late January 2007. It was a curtain-raiser for what was shaping up to be the social event of the season, if not the era. By then, the buzz had been building for weeks.
Stephen Schwarzman, cofounder of the Blackstone Group, the world’s largest private equity firm, was about to turn sixty and was planning a fête. The financier’s lavish holiday parties were already well known in Manhattan’s moneyed circles. One year Schwarzman and his wife decorated their twenty-four-room, two-floor spread in Park Avenue’s toniest apartment building to resemble Schwarzman’s favorite spot in St. Tropez, near their summer home on the French Riviera. For his birthday, he decided to top that, taking over the Park Avenue Armory, a fortified brick edifice that occupies a full square block amid the metropolis’s most expensive addresses.
On the night of February 13 limousines queued up and the boldface names in tuxedos and evening dresses poured out and filed past an encampment of reporters into the hangarlike armory. TV perennial Barbara Walters was there, Donald and Melania Trump, media diva Tina Brown, Cardinal Egan of the Archdiocese of New York, Sir Howard Stringer, the head of Sony, and a few hundred other luminaries, including the chief executives of some of the nation’s biggest banks: Jamie Dimon of JPMorgan Chase, Stanley O’Neal of Merrill Lynch, Lloyd Blankfein of Goldman Sachs, and Jimmy Cayne of Bear Stearns.
Inside the cavernous armory hung “a huge indoor canopy … with a darkened sky of sparkling stars suspended above a grand chandelier,” mimicking the living room in Schwarzman’s $30 million apartment nearby, the New York Post reported the next day. The decor was copied, the paper observed, “even down to a grandfather clock and Old Masters paintings on the wall.”
R&B star Patti LaBelle was on hand to sing “Happy Birthday.” Beneath an immense portrait of the financier—also a replica of one hanging in his apartment—the headliners, singer Rod Stewart and comic Martin Short, strutted and joked into the late hours. Schwarzman had chosen the armory, Short quipped, because it was more intimate than his apartment. Stewart alone was known to charge $1 million for such appearances.
The $3 million gala was a self-coronation for the brash new king of a new Gilded Age, an era when markets were flush and crazy wealth saturated Wall Street and especially the private equity realm, where Schwarzman held sway as the CEO of Blackstone Group.
As soon became clear, the birthday affair was merely a warm-up for a more extravagant coming-out bash: Blackstone’s initial public offering. By design or by luck, the splash of Schwarzman’s party magnified the awe and intrigue when Blackstone revealed its plan to go public five weeks later, on March 22. No other private equity firm of Blackstone’s size or stature had attempted such a feat, and Blackstone’s move made official what was already plain to the financial world: Private equity—the business of buying companies with an eye to selling them a few years later at a profit—had moved from the outskirts of the economy to its very center. Blackstone’s clout was so great and its prospects so promising that the Chinese government soon came knocking, asking to buy 10 percent of the company.
When Blackstone’s shares began trading on June 22 they soared from $31 to $38, as investors clamored to own a piece of the business. At the closing price, the company was worth a stunning $38 billion—one-third as much as Goldman Sachs, the undisputed leader among Wall Street investment banks.
Going public had laid bare the fantastic profits that Schwarzman’s company was throwing off. So astounding and sensitive were those figures that Blackstone had been reluctant to reveal them even to its own bankers, and it was not until a few weeks before the stock was offered to investors that Blackstone disclosed what its executives made. Blackstone had produced $2.3 billion of profits in 2006 for the firm’s sixty partners—a staggering $38 million apiece. Schwarzman personally had taken home $398 million that year.
That was just pay. The initial public offering, or IPO, yielded a second windfall for Schwarzman and his partners. Of the $7.6 billion Blackstone raised selling 23.6 percent of the company to public investors and the Chinese government, $4.6 billion went to the Blackstone partners themselves. Schwarzman personally collected $684 million selling a small fraction of his stake. His remaining shares were worth $9.4 billion, ensuring his place among the richest of the rich. Peter Peterson, Blackstone’s eighty-year-old, semiretired cofounder, garnered $1.9 billion.
The IPO took place amid a financial revolution in which Blackstone and a coterie of competitors were wresting control of corporations around the globe. The private equity, or leveraged buyout, industry was flexing its muscle on a scale not seen since the 1980s. Blackstone, Kohlberg Kravis Roberts and Company, Carlyle Group, Apollo Global Management, Texas Pacific Group, and a half-dozen others, backed by tens of billions of dollars from pension funds, university endowments, and other big investors, had been inching their way up the corporate ladder, taking over $10 billion companies, then $20 billion, $30 billion, and $40 billion companies. By 2007 private equity was behind one of every five mergers worldwide and there seemed to be no limit to its ambition. There was even talk that a buyout firm might swallow Home Depot for $100 billion.
Private equity now permeated the economy. You couldn’t purchase a ticket on Orbitz.com, visit a Madame Tussauds wax museum, or drink an Orangina without lining Blackstone’s pockets. If you bought coffee at Dunkin’ Donuts or a teddy bear at Toys “R” Us, slept on a Simmons mattress, skimmed the waves on a Sea-Doo jet ski, turned on a Grohe designer faucet, or purchased razor blades at a Boots pharmacy in London, some other buyout firm was benefiting. Blackstone alone owned all or part of fifty-one companies employing a half-million people and generating $171 billion in sales every year, putting it on a par with the tenth-largest corporation in the world.
The reach of private equity was all the more astonishing for the fact that these firms had tiny staffs and had long operated in the shadows, seldom speaking to the press or revealing details of their investments. Goldman Sachs had 30,500 employees and its profits were published every quarter. Blackstone, despite its vast industrial and real estate holdings, had a mere 1,000 employees and its books were private until it went public. Some of its competitors that controlled multibillion-dollar companies had only the sketchiest of websites.
Remarkably, Blackstone, Kohlberg Kravis, Carlyle, Apollo, TPG, and most other big private equity houses remained under the control of their founders, who still called the shots internally and, ultimately, at the companies they owned. Had there been any time since the robber barons of the nineteenth century when so much wealth and so many productive assets had come into the hands of so few?
Private equity’s power on Wall Street had never been greater. Where buyout firms had once been supplicants of the banks they relied on to finance their takeovers, the banks had grown addicted to the torrent of fees the firms were generating and now bent over backward to oblige the Blackstones of the world. In a telling episode in 2004, the investment arms of Credit Suisse First Boston and JPMorgan Chase, two of the world’s largest banks, made the mistake of outbidding Blackstone, Kohlberg Kravis, and TPG for an Irish drugmaker, Warner Chilcott. Outraged, Kohlberg Kravis cofounder Henry Kravis and TPG’s Jim Coulter read the banks the riot act. How dare they compete with their biggest clients! The drug takeover went through, but the banks got the message. JPMorgan Chase soon shed the private equity subsidiary that had bid on the drug company and Credit Suisse barred its private equity group from competing for large companies of the sort that Blackstone, TPG, and Kohlberg Kravis target.
To some of Blackstone’s rivals, the public attention was nothing new. Kohlberg Kravis, known as KKR, had been in the public eye ever since the mid-1980s, when it bought familiar companies like the Safeway supermarket chain and Beatrice Companies, which made Tropicana juices, Samsonite luggage, and Playtex brassieres. KKR came to epitomize that earlier era of frenzied takeovers with its audacious $31.3 billion buyout in 1988 of RJR Nabisco, the tobacco and food giant, after a heated bidding contest. That corporate mud wrestle was immortalized in the best-selling book Barbarians at the Gate and made Henry Kravis, KKR’s cofounder, a household name. Carlyle Group, another giant private equity firm, meanwhile, had made waves by hiring former president George H. W. Bush and former British prime minister John Major to help it bring in investors. Until Schwarzman’s party and Blackstone’s IPO shone a light on Blackstone, Schwarzman’s firm had been the quiet behemoth of the industry, and perhaps the greatest untold success story of Wall Street.
Schwarzman and Blackstone’s cofounder, Peterson, had arrived late to the game, in 1985, more than a decade after KKR and others had honed the art of the leveraged buyout: borrowing money to buy a company with only the company itself as collateral. By 2007 Schwarzman’s firm—and it had truly been his firm virtually from the start—had eclipsed its top competitors on every front. It was bigger than KKR and Carlyle, managing $88 billion of investors’ money, and had racked up higher returns on its buyout funds than most others. In addition to its mammoth portfolio of corporations, it controlled $100 billion worth of real estate and oversaw $50 billion invested in other firms’ hedge funds—investment categories in which its competitors merely dabbled. Alone among top buyout players, Blackstone also had elite teams of bankers who advised other companies on mergers and bankruptcies. Over twenty-two years, Schwarzman and Peterson had invented a fabulously profitable new form of Wall Street powerhouse whose array of investment and advisory services and financial standing rivaled those of the biggest investment banks.
Along the way, Blackstone had also been the launching pad for other luminaries of the corporate and financial worlds, including Henry Silverman, who as CEO of Cendant Corporation became one of corporate America’s most acquisitive empire builders, and Laurence Fink, the founder of BlackRock, Inc., a $3.2 trillion debt-investment colossus that originally was part of Blackstone before Fink and Schwarzman had a falling-out over money.
For all the power and wealth private equity firms had amassed, leveraged buyouts (LBOs or buyouts for short) had always been controversial, a lightning rod for anger over the effects of capitalism. As Blackstone and its peers gobbled up ever-bigger companies in 2006 and 2007, all the fears and criticisms that had dogged the buyout business since the 1980s resurfaced.
In part it was guilt by association. The industry had come of age in the heyday of corporate raiders, saber-rattling financiers who launched hostile takeover bids and worked to overthrow managements. Buyout firms rarely made hostile bids, preferring to strike deals with management before buying a company. But in many cases they swooped in to buy companies that were under siege and, once in control, they often laid off workers and broke companies into pieces just like the raiders. Thus they, too, came to be seen as “asset strippers” who attacked companies and feasted on their carcasses, selling off good assets for a quick profit, and leaving just the bones weighed down by piles of debt.
The backlash against the buyout boom of the 2000s began in Europe, where a German cabinet member publicly branded private equity and hedge funds “locusts” and British unions lobbied to rein in these takeovers. By the time the starry canopy was being strung in the Park Avenue Armory for Schwarzman’s birthday party, the blowback had come Stateside. American unions feared the new wave of LBOs would lead to job losses, and the enormous profits being generated by private equity and hedge funds had caught the eye of Congress.
“I told him that I thought his party was a very bad idea before he had his party,” says Henry Silverman, the former Blackstone partner who went on to head Cendant. Proposals were already circulating to jack up taxes on investment fund managers, Silverman knew, and the party could only fan the political flames.
Even the conservative Wall Street Journal fretted about the implications of the extravaganza, saying, “Mr. Schwarzman’s birthday party, and the swelling private equity fortunes it symbolizes, are manifestations of … rising inequality.… Financiers who celebrate fast fortunes made while workers face stagnant pay and declining job security risk becoming targets for a growing dissent.” When, on the eve of Blackstone’s IPO four months after the party, new tax proposals were announced, they were immediately dubbed the Blackstone Tax and the Journal blamed Schwarzman, saying his “garish 60th birthday party this year played into the hands of populists looking for a real-life Gordon Gekko to skewer.” Schwarzman’s exuberance had put the industry, and himself, on trial.
It was easy to see the sources of the fears. Private equity embodies the capitalist ethos in its purest form, obsessed with making companies more valuable, whether that means growing, shrinking, folding one business and launching another, merging, or moving. It is clearheaded, unsentimental ownership with a vengeance, and a deadline.
In fact, the acts for which private equity firms are usually indicted—laying off workers, selling assets, and generally shaking up the status quo—are the stock in trade of most corporations today. More workers are likely to lose their jobs in a merger of competitors than they are in an LBO. But because a buyout represents a different form of ownership and the company is virtually assured of changing hands again in a few years, the process naturally stirs anxieties.
The claim that private equity systematically damages companies is just wrong. The buyout business never would have survived if that were true. Few executives would stay on—as they typically do—if they thought the business was marked for demolition. Most important, private equity firms wouldn’t be able to sell their companies if they made a habit of gutting them. The public pension funds that are the biggest investors in buyout funds would stop writing checks if they thought private equity was all about job destruction.
A growing body of academic research has debunked the strip-and-flip caricature. It turns out, for instance, that the stocks of private equity–owned companies that go public perform better than shares of newly public companies on average, belying the notion that buyouts leave companies hobbled. As for jobs, private equity–owned companies turn out to be about on par with other businesses, cutting fractionally more jobs in the early years after a buyout on average but adding more jobs than the average company over the longer haul. In theory, the debt they pile on the companies they buy should make them more vulnerable, but the failure rate for companies that have undergone LBOs hasn’t differed much from that of similar private and public companies over several decades, and by some measures it is actually lower.
Though the strip-and-flip image persists, the biggest private equity profits typically derive from buying out-of-favor or troubled companies and reviving them, or from expanding businesses. Many of Blackstone’s most successful investments have been growth plays. It built a small British amusements operator, Merlin Entertainments, into a major international player, for example, with Legoland toy parks and Madame Tussauds wax museums across two continents. Likewise it transformed a humdrum German bottle maker, Gerresheimer AG, into a much more profitable manufacturer of sophisticated pharmaceutical packaging. It has also staked start-ups, including an oil exploration company that found a major new oil field off the coast of West Africa. None of these fit the cliché of the strip-and-flip.
Contrary to the allegation that buyout firms are just out for a quick buck, CEOs of companies like Merlin and Gerresheimer say they were free to take a longer-term approach under private equity owners than they had been able to do when their businesses were owned by public companies that were obsessed with producing steady short-term profits.
Notwithstanding the controversy over the new wave of buyouts and the brouhaha over Schwarzman’s birthday party, Blackstone succeeded in going public. By then, however, Schwarzman and others at Blackstone were nervous that the markets were heading for a fall. The very day Blackstone’s stock started trading, June 22, 2007, there was an ominous sign of what was to come. Bear Stearns, a scrappy investment bank long admired for its trading prowess, announced that it would bail out a hedge fund it managed that had suffered catastrophic losses on mortgage securities. In the months that followed, that debacle reverberated through the financial system. By the autumn, the lending machine that had fueled the private equity boom with hundreds of billions of dollars of cheap debt had seized up.
Like shopaholics who hit their credit card limits, private equity firms found their credit refused. Blackstone had bought the nation’s biggest owner of office towers, Equity Office Properties Trust, that February for a record $39 billion and signed a $26 billion takeover agreement for the Hilton Hotels chain in July 2007. After Hilton, it would take another four years before it could pull off a deal worth even $3 billion. Its profits sank so deeply in 2008 that it couldn’t pay a dividend at the end of the year. That meant that Schwarzman received no investment profits that year and had to content himself with just his base pay of $350,000, less than a thousandth of what he had taken home two years earlier. Blackstone’s shares, which had sold for $31 in the IPO, slumped to $3.55 in early 2009, a barometer for the buyout business as a whole.
LBOs were not the root cause of the financial crisis, but private equity was caught in the riptide when the markets retreated. Well-known companies that had been acquired at the peak of the market began to collapse under the weight of their new debt as the economy slowed and business dropped off: household retailer Linens ’n Things, the mattress maker Simmons, and Reader’s Digest, among others. Many more private equity–owned companies that have survived for the moment still face a day of reckoning in the mid-2010s when the loans used to buy them come due. Like homeowners who overreached with the help of subprime mortgages and find their home values are underwater, private equity firms are saddled with companies that are worth less than what they owe. If they don’t recover their value or renegotiate their loans, there won’t be enough collateral to refinance their debt, and they may be sold at a loss or forfeited to their creditors.
In the wake of the financial crisis, many wrote off private equity. It has taken its hits and will likely take some more before the economy fully recovers. As in past downturns, there is bound to be a shake-out as investors flee firms that invested rashly at the top of the market. Compared with other parts of the financial system and the stock markets, however, private equity fared well. Indeed, the risks and the leverage of the buyout industry were modest relative to those borne by banks and mortgage companies. A small fraction of private equity–owned companies failed, but they didn’t take down other institutions, they required no government bailouts, and their owners didn’t melt down.
On the contrary, buyout firms were among the first to be called in when the financial system was crumbling. When the U.S. Treasury Department and the Federal Reserve Bank scrambled to cobble together bailouts of financial institutions such as Lehman Brothers, Merrill Lynch, and American International Group in the autumn of 2008, they dialed up Blackstone and others, seeking both money and ideas. Private equity firms were also at the table when the British treasury and the Bank of England tried to rescue Britain’s giant, failing savings bank Northern Rock. (Ultimately the shortfalls at those institutions were too great for even the biggest private funds to remedy.) The U.S. government again turned to private equity in 2009 to help fix the American auto industry. As its “auto czar,” the Obama administration picked Steven Rattner, the founder of the private equity firm Quadrangle Group, and to help oversee the turnaround of General Motors Corporation, it named David Bonderman, the founder of Texas Pacific Group, and Daniel Akerson, a top executive of Carlyle Group, to the carmaker’s board of directors. (Akerson was made CEO in 2010.)
The crisis of 2007 to 2009 wasn’t the first for private equity. The buyout industry suffered a near-death experience in a similar credit crunch at the end of the 1980s and was wounded again when the technology and telecommunications bubble burst in the early 2000s. Each time, however, it rebounded and the surviving firms emerged larger, taking in more money and targeting new kinds of investments.
Coming out of the 2008–9 crisis, the groundwork was in place for another revival. For starters, the industry was sitting on a half-trillion dollars of capital waiting to be invested—a sum not so far short of the $787 billion U.S. government stimulus package of 2009. Blackstone alone had $29 billion on hand to buy companies, real estate, and debt at the end of 2009 at a time when many sellers were still distressed, and that sum would be supplemented several times over with borrowed money. With such mounds of capital at a time when capital was in short supply, the potential to make profits was huge.
The story of Blackstone parallels that of private equity and its transformation from a niche game played by a handful of financial entrepreneurs and upstart firms into an established business of giant institutions backed by billions from public pension funds and other mainstays of the investment world. Since Blackstone’s IPO in 2007, both KKR and Apollo Global Management, two top competitors, have also gone public, drawing back the veil that enshrouded private equity and cementing its position as a mainstream component of the financial system. In 2011, Carlyle Group, too, announced plans to go public.
A history of Blackstone is also a chronicle of an entrepreneur whose savvy was obscured by the ostentation of his birthday party. From an inauspicious beginning, through fits and starts, some disastrous early investments, and chaotic years when talent came and went, Schwarzman built a major financial institution. In many ways, Blackstone’s success reflected his personality, beginning with the presumptuous notion in 1985 that he and Peterson could raise a $1 billion LBO fund when neither had ever led a buyout. But it was more than moxie. For all the egotism on display at the party, Schwarzman from the beginning recruited partners with personalities at least as large as his own, and he was a listener who routinely solicited input from even the most junior employees. In 2002, when the firm was mature, he also recruited his heir in management and handed over substantial power to him. Even his visceral loathing of losing money—to which current and former partners constantly attest—shaped the firm’s culture and may have helped it dodge the worst excesses at the height of the buyout boom in 2006 and 2007.
Schwarzman and peers such as Henry Kravis represent a new breed of capitalists, positioned between the great banks and the corporate conglomerates of an earlier age. Like banks, they inject capital, but unlike banks, they take control of their companies. Like sprawling global corporations, their businesses are diverse and span the world. But in contrast to corporations, their portfolios of businesses change year to year and each business is managed independently, standing or falling on its own. The impact of these moguls and their firms far exceeds their size precisely because they are constantly buying and selling—putting their stamp on thousands of businesses while they own them and influencing the public markets by what they buy and how they remake the companies they acquire.
To Wall Street, the deal was little short of revolutionary. In October 1978 a little-known investment firm, Kohlberg Kravis Roberts, struck an agreement to buy Houdaille Industries, an industrial pumps maker, in a $380 million leveraged buyout. Three hundred eighty million bucks! And a public company, no less! There had been small leveraged buyouts of privately held businesses for years, but no one had ever attempted anything that daring.
Steve Schwarzman, a thirty-one-year-old investment banker at Lehman Brothers Kuhn Loeb at the time, burned with curiosity to know how the deal worked. The buyers, he saw, were putting up little capital of their own and didn’t have to pledge any of their own collateral. The only security for the loans came from the company itself. How could they do this? He had to get his hands on the bond prospectus, which would provide a detailed blueprint of the deal’s mechanics. Schwarzman, a mergers and acquisitions specialist with a self-assured swagger and a gift for bringing in new deals, had been made a partner at Lehman Brothers that very month. He sensed that something new was afoot—a way to make fantastic profits and a new outlet for his talents, a new calling.
“ I read that prospectus, looked at the capital structure, and realized the returns that could be achieved,” he recalled years later. “I said to myself, ‘This is a gold mine.’ It was like a Rosetta stone for how to do leveraged buyouts.”
Schwarzman wasn’t alone in his epiphany. “ When Houdaille came along, it got everybody’s attention,” remembers Richard Beattie, a lawyer at Simpson Thacher & Bartlett who had represented KKR on many of its early deals. “Up until that point, people walked around and said, ‘What’s an LBO?’ All of a sudden this small outfit, three guys—Kohlberg and Kravis and Roberts—is making an offer for a public company. What’s that all about?”
The financial techniques behind Houdaille, which also underlay the private equity boom of the first decade of the twenty-first century, were first hatched in the back rooms of Wall Street in the late 1950s and 1960s. The concept of the leveraged buyout wasn’t the product of highbrow financial science or hocus-pocus. Anyone who has bought and sold a home with a mortgage can grasp the basic principle. Imagine you buy a house for $100,000 in cash and later sell it for $120,000. You’ve made a 20 percent profit. But if instead you had made just a $20,000 down payment and taken out a mortgage to cover the rest, the $40,000 you walk away with when you sell, after paying off the mortgage, would be twice what you invested—a 100 percent profit, before your interest costs.
Leveraged buyouts work on the same principle. But while homeowners have to pay their mortgage out of their salaries or other income, in an LBO the business pays for itself after the buyout firm puts down the equity (the down payment). It is the company, not the buyout firm, that borrows the money for a leveraged buyout, and hence buyout investors look for companies that produce enough cash to cover the interest on the debt needed to buy them and which also are likely to increase in value. To those outside Wall Street circles, the nearest analogy is an income property where the rent covers the mortgage, property taxes, and upkeep.
What’s more, companies that have gone through an LBO enjoy a generous tax break. Like any business, they can deduct the interest on their debt as a business expense. For most companies, interest deductions are a small percentage of earnings, but for a company that has loaded up on debt, the deduction can match or exceed its income, so that the company pays little or no corporate income tax. It amounts to a huge subsidy from the taxpayer for a particular form of corporate finance.
By the time Jerome Kohlberg Jr. and his new firm bought Houdaille, there was already a handful of similar boutiques that had raised money from investors to pursue LBOs. The Houdaille buyout put the financial world on notice that LBO firms were setting their sights higher. The jaw-dropping payoff a few years later from another buyout advertised to a wider world just how lucrative a leveraged buyout could be.
Gibson Greeting Cards Inc., which published greeting cards and owned the rights to the Garfield the Cat cartoon character, was an unloved subsidiary of RCA Corporation, the parent of the NBC television network, when a buyout shop called Wesray bought it in January 1982. Wesray, which was cofounded by former Nixon and Ford treasury secretary William E. Simon, paid $80 million, but Wesray and the card company’s management put up just $1 million of that and borrowed the rest. With so little equity, they didn’t have much to lose if the company failed but stood to make many times their money if they sold out at a higher price.
Sixteen months later, after selling off Gibson Greeting’s real estate, Wesray and the management took the company public in a stock offering that valued it at $290 million. Without leverage (another term for debt), they would have made roughly three and a half times their money. But with the extraordinary ratio of debt in the original deal, Simon and his Wesray partner Raymond Chambers each made more than $65 million on their respective $330,000 investments—a two-hundred-fold profit. Their phenomenal gain instantly became legend. Weeks after, New York magazine and the New York Times were still dissecting Wesray’s coup.
Simon himself called his windfall a stroke of luck. Although Gibson Greeting’s operating profits shot up 50 percent between the buyout and the stock offering, Wesray couldn’t really claim credit. The improvement was just a function of timing. By early 1983 the economy was coming back after a long recession, giving the company a lift and pushing up the value of stocks. The payoff from Gibson was testament to the brute power of financial leverage to generate mind-boggling profits from small gains in value.
At Lehman, Steve Schwarzman looked on at the Gibson IPO in rapt amazement like everyone else. He couldn’t help but pay attention, because he had been RCA’s banker and adviser when it sold Gibson to Wesray in the first place and had told RCA the price was too cheap. The Houdaille and Gibson deals would mark the beginning of his lasting fascination with leveraged buyouts.
The Gibson deal also registered on the radar of Schwarzman’s boss, Lehman chairman and chief executive Peter G. Peterson. Virtually from the day he’d joined Lehman as vice-chairman in 1973, Peterson had hoped to coax the firm back into the merchant banking business—the traditional term for a bank investing its own money in buying and building businesses. In decades past, Lehman had been a power in merchant banking, having bought Trans World Airlines in 1934 and having bankrolled the start-ups of Great Western Financial, a California bank, Litton Industries, a technology and defense firm, and LIN Broadcasting, which owned a chain of TV stations, in the 1950s and 1960s. But by the time Peterson arrived, Lehman was in frail financial health and couldn’t risk its own money buying stakes in companies.
Much of what investment banks do, despite the term, involves no investing and requires little capital. While commercial and consumer banks take deposits and make loans and mortgages, investment bankers mainly sell services for a fee. They provide financial advice on mergers and acquisitions, or M&A, and help corporations raise money by selling stocks and bonds. They must have some capital to do the latter, because there is some risk they won’t be able to sell the securities they’ve contracted to buy from their clients, but the risk is usually small and for a short period, so they don’t tie up capital for long. Of the core components of investment banking, only trading—buying and selling stocks and bonds—requires large amounts of capital. Investment banks trade stocks and bonds not only for their customers, but also for their own account, taking big risks in the process. Rivers of securities flow daily through the trading desks of Wall Street banks. Most of these stakes are liquid, meaning that they can be sold quickly and the cash recycled, but if the market drops and the bank can’t sell its holdings quickly enough, it can book big losses. Hence banks need a cushion of capital to keep themselves solvent in down markets.
Merchant banking likewise is risky and requires large chunks of capital because the bank’s investment is usually tied up for years. The rewards can be enormous, but a bank must have capital to spare. When Peterson joined in 1973, Lehman had the most anemic balance sheet of any major investment bank, with less than $20 million of equity.
By the 1980s, though, Lehman had regained financial strength and Peterson and Schwarzman began to press the rest of management to consider merchant banking again. They even went so far as to line up a target, Stewart-Warner Corporation, a publicly traded maker of speedometers based in Chicago. They proposed that Lehman lead a leveraged buyout of the company, but Lehman’s executive committee, which Peterson chaired but didn’t control, shot down the plan. Some members worried that clients might view Lehman as a competitor if it started buying companies.
“It was a fairly ludicrous argument,” Peterson says.
“I couldn’t believe they turned this down,” says Schwarzman. “There was more money to be made in a deal like that than there was in a whole year of earnings for Lehman”—about $200 million at the time.
The two never gave up on the dream. Schwarzman would invite Dick Beattie, the lawyer for the Kohlberg Kravis buyout firm whose law firm was also Lehman’s primary outside counsel, to speak to Lehman bankers about the mechanics of buyouts. “Lurking in the background was the question, ‘Why can’t Lehman get into this?’ ” Beattie recalls.
All around them, banks like Goldman Sachs and Merrill Lynch were launching their own merchant banking divisions. For the time being, however, Peterson and Schwarzman would watch from the sidelines as the LBO wave set off by Houdaille and Gibson Greeting gathered force. They would have to be content plying their trade as M&A bankers, advising companies rather than leading their own investments.
Peterson’s path to Wall Street was unorthodox. He was no conventional banker. When he joined Lehman, he’d been a business leader and Nixon cabinet member who felt more at home debating economic policy, a consuming passion, than walking a trading floor. A consummate networker, Peterson had a clearly defined role when he came to the firm in 1973: to woo captains of industry as clients. The bank’s partners thought his many contacts from years in management and Washington would be invaluable to Lehman.
His rise up the corporate ladder had been swift. The son of Greek immigrants who ran a twenty-four-hour coffee shop in the railroad town of Kearney, Nebraska, Peterson graduated summa cum laude from Northwestern University and earned an MBA at night from the University of Chicago. He excelled in the corporate world as a young man, first in marketing. By his midtwenties, on the strength of his market research work, he was put in charge of the Chicago office of the McCann-Erickson advertising agency. His first big break came when he was befriended by Charles Percy, a neighbor and tennis partner who ran Bell & Howell, a home movie equipment company in Chicago. At Percy’s urging, Peterson joined Bell & Howell as its top marketing executive, and in 1961 at age thirty-four, he was elevated to president. In 1966, after Percy was elected to the U.S. Senate, Peterson took over as CEO.
Through an old Chicago contact, George Shultz (later treasury secretary and then secretary of state), Peterson landed a position in early 1971 as an adviser to President Richard Nixon on international economics. Though Peterson had allies in the White House, most notably Henry Kissinger, the powerful national security adviser and future secretary of state, he wasn’t temperamentally or intellectually suited to the brutal intramural fighting and stifling partisan atmosphere of the Nixon White House. He lacked the brawler’s gene. At one point Nixon’s chief of staff, H. R. Haldeman, offered Peterson an office in the West Wing of the White House, nearer the president. But the move would have displaced another official, Donald Rumsfeld (later George W. Bush’s defense secretary), who fought ferociously to preserve his favored spot. Peterson knew Rumsfeld from Chicago and didn’t want to pick a fight or bruise his friend’s ego, so he turned down Haldeman’s offer. Kissinger later told Peterson that it was the worst mistake he made in Washington.
Peterson soon found himself in the crosshairs of another headstrong figure: treasury secretary John Connally, the silver-maned, charismatic former Texas Democratic governor who was riding with President Kennedy when Kennedy was assassinated and took a bullet himself. Connally felt that Peterson’s role as an economics adviser intruded on Connally’s turf and conspired to squelch his influence.
A year after joining the White House staff, Peterson was named commerce secretary, which removed him from Connally’s bailiwick. In his new post, Peterson pulled off one splashy initiative, supervising talks that yielded a comprehensive trade pact with the Soviets. But he soon fell out of favor with Nixon and Haldeman, the president’s steely-eyed, brush-cut enforcer, in part because he loved to hobnob and swap opinions with pillars of the liberal and media establishments such as Washington Post publisher Katharine Graham, New York Times columnist James Reston, and Robert Kennedy’s widow, Ethel. The White House saw Peterson’s socializing as fraternizing with the enemy.
Nixon dumped Peterson after the 1972 presidential race, less than a year after naming him to the cabinet. Before leaving town, Peterson delivered a memorable parting gibe at a dinner party, joking that Haldeman had called him in to take a loyalty test. He flunked, he said, because “my calves are so fat that I couldn’t click my heels”—a tart quip that caused a stir after it turned up in the Washington Post .
Peterson soon moved to New York, seeking a more lucrative living. Wooed by several Wall Street banks, he settled on Lehman, drawn to its long history in merchant banking. But two months after being recruited as a rainmaker and vice chairman, his role abruptly altered when an internal audit led to the horrifying discovery that the firm’s traders were sitting quietly on a multimillion-dollar unrealized loss. Securities on its books were now worth far less than Lehman had paid and Lehman was teetering on the edge of collapse. A shaken board fired Fred Ehrman, Lehman’s chairman, and turned to Peterson—the ex-CEO and cabinet member—to take charge, hoping he could lend his management know-how and his prestige to salvage the bank.
The man responsible for the trades that nearly sank the firm was its trading department chief, Lewis Glucksman, a portly bond trader known for his combustible temper, who walked the floor with shirt flaps flying, spewing cigar smoke. There were some, particularly on the banking side of the firm, who wanted Glucksman’s head over the losses. But Warren Hellman, an investment banker who took over as Lehman’s president shortly before Peterson was tapped as chairman and chief executive, thought Lehman needed Glucksman. The trader was the one who understood why Lehman had bought the securities and what went wrong. “ I argued that the guy who created the mess in the first place was in the best position to fix it,” Hellman says. Peterson concurred, believing, he says, that “everyone is entitled to one big mistake.” Glucksman made good on his second chance and, under Peterson, Lehman rebounded. In 1975 BusinessWeek put Peterson’s granite-jawed visage on its cover and heralded his achievement with the headline “Back from the Brink Comes Lehman Bros.”
Despite his role in righting the firm, Peterson never fit easily into Lehman’s bare-knuckled culture, particularly not with its traders. His cluelessness about the jargon, if not the substance, of trading and finance amazed his new partners. “ He kept calling basis points ‘basing points,’ ” says a former high-ranking Lehman banker. (A basis point is Wall Street parlance for one one-hundredth of a percentage point, a fractional difference that can translate into big gains and losses on large trades or loans. Thus, 100 basis points equals 1 percent of interest).
Peterson was appealing in many ways. He was honest and principled, and he could be an engaging conversationalist with a dry, often mordant, wit. He wasn’t obsessed with money, at least not by Wall Street’s fanatical norm. But with colleagues he was often aloof, imperious, and even pompous. In the office, he’d expect secretaries, aides, and even fellow partners to pick up after him. Rushing to the elevator on his way to a meeting, he would scribble notes to himself on a pad and toss them over his shoulder, expecting others to stoop down and gather them up for his later perusal.
At times, he seemed to inhabit his own world. He would arrive at meetings with yellow Post-it notes adorning his suit jacket, placed there by his secretary to remind him to attend some charity ball or to call a CEO the next morning. The off-in-the clouds quality carried over into his years at Blackstone, too. Howard Lipson, a longtime Blackstone partner, remembers seeing Peterson one blustery night sporting a bulky winter hat. Affixed to its crown was a note: “Pete—don’t forget your hat.” Lipson recalls, too, the terror and helplessness Peterson would express when his secretary stepped away and he was faced with having to answer his own phone. “Patty! Patty!” he’d yowl.
Peterson enjoyed the attention and ribbing that his absentmindedness provoked from others. In his conference room, he later showcased a plaque from the Council on Foreign Relations given in appreciation for, among other things, “his unending search for his briefcase.”
“This was endearing stuff,” says Lipson. “Some people said he was losing it, but Pete wasn’t that old. I think it was a sign he had many things going on in his mind.” David Batten, a Blackstone partner in the early 1990s who admires Peterson, has the same take: “ Pete was probably thinking great thoughts,” he says, alluding to the fact that Peterson often was preoccupied with big-picture policy issues. During his Lehman years, he was a trustee of the Brookings Institution, a well-known think tank, and occasionally served on ad hoc government advisory committees. Later, at Blackstone, he authored several essays and books on U.S. fiscal policy.
If he sometimes seemed oblivious to underlings, he was assiduous in cultivating celebrities in the media, the arts, and government—Barbara Walters, David Rockefeller, Henry Kissinger, Mike Nichols, and Diane Sawyer, among others—and was relentless in his name-dropping.
Far outweighing his shortcomings was his feat of managing Lehman through a decade of prosperity. This was no small achievement at an institution racked by vicious rivalries. Since the death in 1969 of its longtime dominant leader, Bobbie Lehman, who’d kept a lid on internal clashes, Lehman had devolved into a snake pit. Partners plotted to one-up each other and to capture more bonus money. One Lehman partner was rumored to have coaxed another into selling him his stock in a mining company when the first partner knew, which the seller did not, that the company was about to strike a rich new lode. In a case of double-dealing that enraged Peterson when it came to light, a high-ranking partner, James Glanville, urged one of his clients to make a hostile bid for a company that other Lehman partners were advising on how to defend against hostile bids.
The warfare was over the top even by Wall Street’s dog-eat-dog standards. Robert Rubin, a Goldman Sachs partner who went on to be treasury secretary in the Clinton administration, told Lehman president Hellman that their two firms had equally talented partners. The difference, Rubin said, was that the partners at Goldman understood that their real competition came from beyond the walls of the firm. Lehman’s partners seemed to believe that their chief competition came from inside.
The Lehman infighting amazed outsiders. “ I don’t understand why all of you at Lehman Brothers hate each other,” Bruce Wasserstein, one of the top investment bankers of the time, once said to Schwarzman and another Lehman partner. “I get along with both of you.”
“If you were at Lehman Brothers, we’d hate you, too,” Schwarzman replied.
The bitterest schism was between Glucksman’s traders and the investment bankers. The traders viewed the bankers as pinstriped and manicured blue bloods; the bankers saw the traders as hard-edged and low bred. Peterson tried to bridge the divide. A key bone of contention was pay. Before Peterson arrived, employees were kept in the dark on how bonuses and promotions were decided. The partners at the top decreed who got what and awarded themselves the lion’s share of the annual bonus pool regardless of their contributions. Peterson established a new compensation system, inspired in part by Bell & Howell’s, that tied bonuses to performance. He limited his own bonuses and instituted peer reviews. Yet even this meritocratic approach failed to quell the storm of complaints over pay that invariably erupted every year at bonus season. Exacerbating matters was the fact that each of the trading and advisory businesses had its ups and downs, and whichever group was having the stronger year inevitably felt it deserved the greater share of Lehman’s profits. The partners’ brattishness and greed ate at Peterson, whose efforts to unify and tame Lehman flopped.
Peterson had allies within Lehman, mostly bankers, but few of the firm’s three dozen partners were his steadfast friends. He was closest to Hellman and George Ball, a former undersecretary of state in the Kennedy and Johnson administrations. Of the younger partners, he took a liking to Roger Altman, a skilled “relationship” banker in Peterson’s mold, whom Peterson named one of three coheads of investment banking at Lehman. Peterson was also drawn to Schwarzman, who in the early 1980s chaired Lehman’s M&A committee within investment banking. Schwarzman wasn’t the bank’s only M&A luminary. In any given year, a half-dozen other Lehman bankers might generate more fees, but he mixed easily with CEOs, and his incisive instincts and his virtuosity as a deal maker set him apart.
Those qualities were prized by Peterson, and over the years, the two developed a kind of tag-team approach to courting clients. Peterson would angle for a chief executive’s attention, then Schwarzman would reel him in with his tactical inventiveness and command of detail, figuring out how to sell stocks or bonds to finance an acquisition or identifying which companies might want to buy a subsidiary the CEO wanted to sell and how to sell it for the highest price.
“ I guess I was thought of as a kind of wise man who would sit down with the CEO in a context of mutual respect,” says Peterson. “I think most would agree that I produced a good deal of new advisory business. But it’s one thing to produce it, and it’s another to implement it, to carry most of the load. I experimented with various people in that role, and Steve was simply one of the very best. It was a very complementary and productive relationship.”
Schwarzman was more than just a deal broker. In some cases, he was integrally involved in restructuring a business, as he was with International Harvester, a farm equipment and truck maker, in the 1970s. Harvester’s CEO, Archie McArdle, originally phoned Peterson, with whom he had served on the board of General Foods, and told Peterson he wanted Lehman to replace Morgan Stanley as his company’s investment bank. Harvester was at death’s door at the time, bleeding cash and unable to borrow. Peterson dispatched Schwarzman to help McArdle perform triage, and over the following months Schwarzman and a brigade of his colleagues strategized and found buyers for a passel of Harvester assets, raising the cash the company desperately needed.
Similarly, Peterson landed Bendix Corporation as a client shortly before a new CEO, William Agee, came on board there in 1976. Agee wanted to remake the engineering and manufacturing company by buying high-growth, high-tech businesses and selling many slower-growing businesses. Peterson handed the assignment off to Schwarzman, who became Agee’s trusted consigliere, advising him what to buy and to sell, and then executing the deals. “Bill was a prolific deal-oriented person. I would talk to him every day, including weekends,” Schwarzman says.
Peterson and Schwarzman made an odd couple. Apart from the twenty-one-year gap in their ages, the six-foot Peterson towered over the five-foot-six Schwarzman, and Peterson’s dark Mediterranean coloring contrasted with Schwarzman’s fair complexion and baby blue eyes. While Peterson could be remote and preoccupied, Schwarzman was jaunty, down-to-earth, always engaged and taking the measure of those around him. Whereas Peterson instinctively shied away from confrontation, Schwarzman could get in people’s faces when he needed to. Their lives had followed different paths, too, until they intersected at Lehman. Schwarzman’s family had owned a large dry goods store in Philadelphia and he had grown up comfortably middle-class in the suburbs—“two cars and one house,” as he puts it—whereas Peterson was the small-town boy of very modest means from the American heartland.
While Peterson adored the role of distinguished elder statesman, Schwarzman had a brasher way and a flair for self-promotion. That shone through in a fawning profile in the New York Times Magazine in January 1980 shortly after Schwarzman had added several M&A feathers to his cap, advising RCA on its $1.4 billion acquisition of CIT Financial Corporation and Tropicana Products’ $488 million sale to Beatrice Foods. The Times proclaimed him “probably” the hottest of a “new generation of younger investment bankers,” extolling his aggressiveness, imaginativeness, thoroughness, and “infectious vitality that make other people like to work with him.” Peterson and Martin Lipton, a powerful M&A lawyer, sang his praises.
“Normally chief executives are reticent working with someone that age, but he is being sought out by major clients,” Peterson told the Times . Schwarzman, Lipton said, possessed a rare “instinct that puts him in the right place at the right time.” (Schwarzman offered little insight into his own drive, other than saying, “I’m an implementer” and “I have a tremendous need to succeed.”) At a company outing that spring, colleagues presented him a copy of the story set against a framed mirror—so he could see his own image reflected back when he gazed at it. Not everyone at the firm responded to Schwarzman’s vanity with amusement, though. As one Lehman alumnus puts it, “He was appreciated by some, not loved by all.”
The Times feature may have been hyperbolic, but it was on the mark about Schwarzman’s abilities. “ He had a pretty good ego, but Steve was inherently a great deal guy,” says Hellman, Lehman’s president in the mid-1970s. “Steve had a God-given ability to look at a transaction and make something out of it that others of us would miss,” says Hellman, who is not close to Schwarzman. Hellman goes so far as to compare Schwarzman to Felix Rohatyn of Lazard Frères, the most accomplished merger banker of the 1960s and 1970s who gained wide praise, too, for orchestrating a restructuring of New York City’s debt in 1975 that spared the city from bankruptcy.
Ralph Schlosstein, another Lehman banker from that era, recalls Schwarzman’s bold and crafty approach when he advised the railroad CSX Corporation on the sale of two daily newspapers in Florida in November 1982. After initial bids came in, Morris Communications, a small Augusta, Georgia, media outfit, had blown away the other bidders with a $200 million offer versus $135 million from Cox Communications and $100 million from Gannett Company. Another banker might have given Cox and Gannett a shot at topping Morris, but with the disparity in the offers it was unlikely Morris would budge.
Not that CSX would have been displeased. The newspapers generated only about $6 million in operating income, so $200 million was an extraordinarily good price. “CSX was saying, ‘Sign them up!’ ” says Schlosstein, who worked on the sale with Schwarzman. Schwarzman instead advised CSX to hold off. Zeroing in on the fact that Morris had a major bank backing its bid, he reckoned Morris could be induced to pay more. Rather than reveal the bids, he kept the amounts under wraps and proceeded to arrange a second round of sealed bids. He hoped to convince Morris that Cox and Gannett were hot on its heels. The stratagem worked, as Morris hiked its offer by $15 million.
“That was $15 million Steve got for CSX that nobody else, including CSX, had the guts to do,” says Schlosstein. Today sealed-bid auctions for companies are the norm, but then they were exceedingly rare. “ We made it up as we went along,” says Schwarzman, who credits himself with pioneering the idea.
As the economy emerged from a grueling recession in the early 1980s, Lehman’s banking business took off and its traders racked up bigger and bigger profits playing the markets. But instead of fostering peace at the firm, Lehman’s prosperity brought the long-simmering friction between its bankers and traders to a boil as the traders felt they were shortchanged by the bank’s compensation system.
At first Peterson didn’t recognize how deep the traders’ indignation ran. He sensed that Glucksman, who had been elevated to president in 1981, was restless in that role and thought Glucksman deserved a promotion, and in May 1983 he anointed him co-CEO. But that didn’t placate Glucksman, who had long resented operating in Peterson’s shadow and wanted the title all to himself. Six weeks later Glucksman organized a putsch with the backing of key partners. “ He had a corner on the trading area” and his traders had earned a bundle the previous quarter, Peterson says. “I guess he felt it was the right time to strike.” Figuring the internal warfare might ease if he stepped aside, Peterson acquiesced, agreeing to step down as co-CEO in October and to quit as chairman at the end of 1983.
It was a humiliating ending, but Peterson never was one to push back when shoved. Schwarzman and other Lehman partners told him that if it came to a vote, he would win. But Peterson felt “that such a victory would be both hollow and Pyrrhic,” Peterson later wrote. “Lew would take some of his best traders, leaving the firm seriously damaged.”
Some of Peterson’s friends believe his cerebral flights and preoccupations may have contributed to his downfall, by desensitizing him to the firm’s Machiavellian internal politics. For whatever reasons, former colleagues say he was largely oblivious to—and perhaps in denial about—the coup Glucksman was hatching against him until the moment the trader confronted him in July that year and insisted that Peterson bow out. Peterson owns up to being “naïve” and “too trusting.”
That summer, after his ouster, Peterson withdrew for a time to his summer house in East Hampton, Long Island. Schwarzman and most of his fellow bankers labored on amid the rancor. But in the spring of 1984, Glucksman’s traders suffered another enormous bout of losses and Lehman’s partners found themselves on the verge of financial ruin, just as they had a decade earlier. Glucksman lost his grip on power and the partners were bitterly divided over whether to sell the firm or tough it out. If they didn’t sell, there was a very real risk the firm would fail and their stakes in the bank—then worth millions each—would be worthless.
It was Schwarzman who ultimately forced the hand of Lehman’s board of directors. The board had been trying to keep the bank’s problems quiet so as not to panic customers and employees while it sounded out potential buyers. In a remarkable piece of freelancing, Schwarzman—who was not on the board and was not authorized to act for the board—took matters into his own hands. On a Saturday morning in March 1984 in East Hampton, he showed up unannounced on the doorstep of his friend and neighbor Peter A. Cohen, the CEO of Shearson, the big brokerage house then owned by American Express. “I want you to buy Lehman Brothers,” Schwarzman cheerily greeted Cohen. Within days, Cohen formally approached Lehman, and on May 11, 1984, Lehman agreed to be taken over for $360 million. The merger gave Shearson, a retail brokerage with a meager investment banking business, a major foothold in more lucrative, prestigious work, and it staved off financial disaster for Lehman’s partners. (Years later Lehman was spun off and became an independent public company again.)
It meant salvation for the worried Lehman bankers and traders, but the deal came with strings attached. Shearson insisted that most Lehman partners sign noncompete agreements barring them from working for other Wall Street firms for three years if they left. Handcuffs, in effect. What Shearson was buying was Lehman’s talent, after all, and if it didn’t lock in the partners, it could be left with a hollow shell.
Schwarzman had no interest in soldiering on at Shearson, however. He yearned to join Peterson, who was laying plans to start an investment business with Eli Jacobs, a venture capitalist Peterson had recently come to know, and they wanted Schwarzman to join them as the third partner. As Schwarzman saw it, he’d plucked and dressed Lehman and served it to Cohen on a platter, and he felt that Cohen owed him a favor. Accordingly, he asked Cohen during the merger talks if he would exempt him from the noncompete requirement. Cohen agreed.
“ The other [Lehman] partners were infuriated” when they got wind of Schwarzman’s demand, says a former top partner. “Why did Steve Schwarzman deserve a special arrangement?” Facing a revolt that could quash the merger, Cohen backpedaled and eventually prevailed upon Schwarzman to sign the noncompete. ( Asked why Schwarzman thought Shearson would cut him a uniquely advantageous deal, one person who knows him replies, “Because he’s Steve?”)
Schwarzman desperately resented Shearson’s manacles and felt he’d been wronged. In the months after Shearson absorbed Lehman, he groused endlessly and sulked, according to former colleagues. For his part, Peterson still wanted Schwarzman to join him, and by now he needed him even more because he and Jacobs had fallen out. Peterson now says Jacobs never was his first choice as a partner. “ Steve and I were highly complementary,” he says. “I’d wanted Steve all along, but I couldn’t get him.” Peterson had to get him sprung from Shearson.
Eventually, Peterson and his lawyer, Dick Beattie—the same lawyer who had represented Lehman and Kohlberg Kravis—met with Cohen’s emissaries at the Links Club, a refuge of the city’s power elite on Manhattan’s Upper East Side, to try to spring their man. It was going to cost Schwarzman and Peterson dearly, because Cohen did not want to lose more Lehman bankers. “ It was a brutal process,” says Peterson. “They were afraid of setting a precedent.”
Shearson had drawn up a long list of Lehman’s corporate clients, including those Peterson and Schwarzman had advised and some they hadn’t, and demanded that Schwarzman and Peterson agree to cede half of any fees they earned from those clients at their new firm for the next three years. They could have their own firm, but they would start off indentured to Shearson. It was a painful agreement, because M&A advisory fees would be the new firm’s only source of revenue until it got its other businesses up and running. But Schwarzman didn’t have any good legal argument against Shearson, so he and Peterson buckled to the demand.
In Schwarzman’s mind, Cohen had betrayed him, and friends and associates say he still bears a deep grudge toward Cohen, both for making him sign the noncompete in the beginning when Cohen had agreed to make an exception, and later for demanding such a steep price to let Schwarzman out. “ Steve doesn’t forget,” says one longtime friend. “If he thinks he’s been crossed unfairly, he’ll look to get even.”
Peterson isn’t much more forgiving about the episode. “The idea of giving those characters half the fees when they broke their word seemed egregious. But we couldn’t get Steve out on any other basis.”
They had survived the debacle of Lehman and now would have to labor under Shearson’s onerous conditions, but at last the two were free to set out on their own as M&A advisers and to pursue the mission they had to put on hold for so many years: doing LBOs.