Gillett Holdings, Inc. History

Company History:

Once one of the largest communications conglomerates in the United States, Gillett Holdings, Inc. (GHI) is a highly volatile private company with interests in television broadcasting, ski resorts, and the meatpacking industry. The once-mammoth company has recently undergone dramatic, drawn-out restructuring as a consequence of its reliance on junk bond financing in the 1980s.

The history of Gillett Holdings is inextricably tied to the company's founder and namesake, George Gillett, Jr. Gillett was raised in Racine, Wisconsin, the son of a prominent surgeon. After high school, Gillett attended Amherst College in Massachusetts and Dominican College in Racine. He spent the next six years as a salesman for Crown Zellerbach and as a management consultant with McKinsey & Company. At McKinsey & Company, Gillett discovered the ideal attributes of the businesses he would later own and operate: low capital and labor requirements, an inherent franchise, easy promotability, and easy liquidation.

In 1966 Gillett invested in the Miami Dolphins and became the team's business manager. Two years later, he and two partners bought the Harlem Globetrotters from founder Abe Saperstein. The Globetrotters' popularity had begun to wane by the time Gillett acquired the part-sports, part-entertainment team, and he looked for ways to turn that trend around. Gillett began to realize and capitalize on the power of television when he teamed up with CBS programming executive Fred Silverman to develop an animated children's show based on the Globetrotters. The Harlem Globetrotters premiered in 1970 and became the most popular children's show that season. The show brought fans back to live Globetrotter appearances, enhanced CBS's programming schedule, and helped advertisers sell their products.

Gillett used the Globetrotter franchise to build his first firm, Globetrotter Communications, which included the basketball team, the animated children's television show, a marketing division, and a golf equipment manufacturer. In 1969 Gillett bought his first broadcast interests, radio stations WIXY(AM) and WDOK(FM) in Cleveland. When Globetrotter Communications went public in 1971, Gillett used the proceeds to acquire three other radio stations, WVON(AM) and WNUS(FM) in Chicago and WDEE (AM) Detroit. But the recession of the 1970s stymied Gillett's expansion plans, and he liquidated these properties by 1975. Gillett sold out his stake in the Globetrotters for $3 million and began scouring the financial terrain for companies that could be turned around rapidly.

Two years later Gillett joined forces with Ed Karrels to purchase three UHF stations in the small markets of Sioux Falls, South Dakota; Erie, Pennsylvania; and Bakersfield, California, for $7 million. In 1978 Gillett took over Packerland Packing Company, a failing beef plant in Green Bay, Wisconsin. The beef industry of the late 1970s was plagued by overproduction and a market hampered by increasingly health-conscious Americans, so Gillett shifted the focus of the company toward production of lean, low-cholesterol meats. Packerland became the first company to win the U.S. Food and Drug Administration's "light" beef classification, largely as the result of Gillett's efforts. Packerland's sales skyrocketed, which impressed both the competition and Gillett's bankers, who provided Gillett with a steady source of cash for acquisitions elsewhere. The Gillett Group, as it was then known, was born.

Early in 1981 Gillett and Karrels successfully bid for their first major television station, WSMV-TV in Nashville, Tennessee. The station was top-ranked locally and, even though competition for the purchase was high, Gillett used his "seller's approach" to secure the deal. He and Karrels were among the minority of bidders willing to meet a firm condition of the owner, who insisted that the buyer move to Nashville and operate the station locally. The WSMV deal was also one of Gillett's first strategic buys--he convinced the owner, an insurance company, that it would save on taxes and net a higher profit by simply giving him the station in exchange for $42 million in notes that would not pay principal until 1986.

The purchase price was 21 times the station's annual earnings, but within five years it was worth $180 million. Gillett was lauded not only for his deal-making savvy, but for his loose-reined management style. In Nashville, Gillett kept two key executives on and, as one of those executives put it, "compelled them to overachieve." Gillett began his overhaul of WSMV by hiring a new sales manager, revising advertising rates, and courting regional advertisers. Gillett's ownership of WSMV was marred when an investigative news series critical of government meat inspections mentioned three supermarket chains that did $100 million annual business with Packerland. But the series did little to either of Gillett's interests: Between 1980 and 1986 WSMV's operating cash flow increased from $2 million to $11.2 million, and Packerland had become a steady source of revenue for other acquisitions, providing over $100 million cash by 1987.

Gillett's success in the mid-1980s bought him a prestigious piece of property. In 1985, at the urging of his wife and children, he purchased Colorado's huge Vail and Beaver Creek ski resorts. Gillett was soon found spending his summers and winters at Vail, yet maintained the family residence at Nashville, where his children attended school and frequently commuted by private jet between the homes.

The next year, Gillett sought the assistance of junk bond king Michael Milken of Drexel Burnham Lambert to raise over $650 million through the Drexel investment network. Over the next 12 months, Gillett acquired 12 television stations in the wake of liquidations and mergers throughout the broadcast industry. The stations included network affiliates and independents in such major markets as Baltimore, Richmond, Oklahoma City, and Tampa.

By 1986 Gillett was riding high on a cresting wave of entrepreneurial success. During the previous decade he had parlayed a $3 million nest egg into one of the most successful private companies in the United States. He had built his multi-faceted conglomerate during a time of deregulation and junk bond financing, and was on the verge of his biggest and most precariously financed deal yet.

He had been planning to purchase Storer Communications' six stations for several years, having known the company's chairman, Peter Storer, since the late 1970s. Rival investment groups Conniston Partners and Kohlberg Kravis Roberts (KKR) wrangled over control of the company throughout the mid- to late 1980s. But by the time Conniston forced Storer Communications into KKR's hands, KKR's plan to then hand over the broadcasting group to Lorimar-Telepictures had fallen through.

Despite warnings from Milken that, at 15 times cash flow, the price for Storer Communications was too high, Gillett made arrangements to purchase the Storer stations in partnership with KKR. The structure of the arrangement, like Gillett's WSMV-TV deal in Nashville, was unique in broadcasting. Gillett Holdings and Kohlberg Kravis Roberts each contributed $100 million in equity, and the remaining $1.1 billion of the purchase price was financed by $550 million in junk bonds (most of them paying no interest for seven years, but maturing at an astounding 17.5 percent) and $600 million in bank loans. The six stations were held by a new company, SCI Television, of which Gillett Holdings owned 51 percent and KKR the remaining 49 percent. George Gillett ran the stations and collected a management fee.

The deal soon had an impact on the holding company's operations. With the acquisition of the Storer stations, Gillett's local television holding grew to 17, five more than the Federal Communications Commission (FCC) allowed. In order to meet the FCC's standards, Gillett transferred ownership of five television stations to Busse Broadcasting, a company jointly owned by Lawrence A. Busse, a former Gillett Broadcasting officer, and, on a non-voting basis, the Gillett family trust. Despite the transfer, however, the FCC held up the Storer transaction over a month pending an investigation. In the end, the FCC approved the deal, providing that "neither Gillett nor any member of his family can serve as a trustee of the Gillett family trusts that partially own Busse Broadcasting or interfere in any way with the management of Busse." Gillett was not allowed to communicate with Lawrence Busse or a trustee except as required by state law and terms of the non-voting preferred stock held by Gillett's four children.

With the consummation of the Storer Communications deal in November 1987, Gillett Holdings and the broadcast television industry peaked. As viewers and advertisers were siphoned off by video and cable television, other major station owners, like Scripps-Howard, Capital Cities/ABC, and Lin Broadcasting also reported flat or falling earnings. In 1987 operating cash flow for Storer stations declined by 13 percent. Advertising slumped, and Gillett Holdings junk bonds plunged to as low as 80 percent of their original value.

By late 1989, Gillett Holdings was in trouble: George Gillett sold WSMV-TV for $125 million and used most of the proceeds to pay down bank loans. He astutely avoided capital gains taxes by selling the station to a minority-controlled entity, Cook-Inlet, but the transaction left $27 million due on the company's financing by August 1990. Meanwhile that fall, Storer Communications defaulted on $153 million in interest on public debt. But rather than force Storer Communications into bankruptcy, Gillett managed to convince bondholders to restructure the subsidiary's more than $500 million bonded debt. The creditors forced Gillett to cut his equity stake in the company from 55 percent to 41 percent, but Gillett maintained control of Storer Communications. He also postponed interest and principal payments on the refinanced debt until 1995, at which point bondholders would be paid in kind, not cash. Gillett considered selling some of the Storer stations, but prices for even the highest-rated affiliates had fallen 30 percent since their purchase.

Storer Communications' financial troubles reflected upward onto Gillett Holdings, which had problems of its own brewing. By 1990 the company's bonds had become so insecure that some traded as low as 17 cents on the dollar. Then, in August, Gillett Holdings defaulted on over $450 million in debt. By February 1991, bondholders frustrated with Gillett's half-hearted attempts at restructuring filed an involuntary bankruptcy petition. When the company failed to meet the resulting court-imposed restructuring deadline of June 25, the company was forced into Chapter 11 bankruptcy. In the meantime, Leon Black, a former director of Storer Communications and co-engineer of the Gillett takeover, purchased large blocks of Gillett Holdings stock through his investment vehicle, Apollo Advisers. The purchases gave Black the leverage to block any restructuring schemes of which he didn't approve.

Wrangling over restructuring of Gillett Holdings between Black and Gillett culminated in a January 1992 plan. Ownership of Gillett Holdings' three remaining television stations was transferred to the bondholders and Gillett himself lost control of the company, although he maintained a 40 percent nonvoting stake in Storer Communications. The plan also stipulated that George Gillett would continue to manage the television stations at a minimum salary of $30,000 weekly. The restructuring plan proposed to cut Gillett Holdings' $1.2 billion debt in half, as Leon Black offered to forgive debt in his control and contribute $40 million cash to jumpstart the floundering operation in exchange for 52 percent ownership of the new company.

At that point, however, yet another takeover mogul stepped into the picture. Carl Icahn had purchased $65 million in low-ranking junk bonds, and had earned a small voice in the restructuring plans. Unhappy with the 10 cents on the dollar he and other bondholders in his class were offered in the original plan, Icahn made public and private complaints that eventually earned him 16 cents and at least 15 percent of the restructured Gillett Holdings' equity.

By April 30, 1992, a plan was submitted to Federal Bankruptcy Court that was revised to reduce Gillett Holdings' debt by $75 million and rescind George Gillett's options to repurchase stock and buy back specified corporate assets. That same day, lawyers for Gillett Holdings filed 44 bankruptcy cases, placing nearly all of the conglomerate's subsidiaries under court protection.

By late 1992, as Gillett Holdings looked forward to its emergence from bankruptcy court, Storer Communications defaulted on a $140 million principal repayment that threatened to cast the subsidiary into Chapter 11 as well. George Gillett himself was not immune to the "bankruptcy bug," either: In August he filed for personal bankruptcy, losing his collection of 30 sports cars and a 235,000-acre Oregon ranch in the process. However, the still-savvy entrepreneur managed to protect his $1.5 million annual salary, $5 million in Gillett Holdings securities, and $125,000 per year in life insurance premiums.

Principal Subsidiaries: Vail Associates; Packerland Packing

Company; Gillett Broadcasting; SCI Television, Inc.

Source: International Directory of Company Histories, Vol. 7. St. James Press, 1993.

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