15–33
Group “on a substantially consistent basis.” Now we have a potential agency
problem!
To illustrate the nature of this agency problem, suppose Nabisco Group
reports net income of $100 million. With the dividend payout set at 45%, this
means that Nabisco investors should receive $45 million in dividends. But
who are those investors? Under the proposed offering, Nabisco Group would
Nabisco Group pays $45 million dividend:
25% to outsiders with the remainder to Holdings
Holdings “pass through” of its share:
51% to outsiders with remainder to buyout group
$45 million management fee and to dispense with the dividend payment.
Earnings at Nabisco Group fall to $55 million (ignoring tax considerations),
but $45 million cash is transferred to Holdings. And, let us suppose that
Holdings now decides to declare a $45 million dividend on Reynolds stock.
Here is what would happen:
Nabisco Group pays $45 million management fee:
Holdings pays $45 million dividend:
51% to outsiders with remainder to buyout group
Now the buyout group receives $22,050,000 instead of just $16,538,000, and
Nabisco outsiders get nothing. The buyout group, consisting of RJR Nabisco
management and directors, can transfer wealth from outside Nabisco