Of all the financial industry tell-alls of the 1980s, this has to be the most detailed and comprehensive. While writers like Bryan Burroughs, in books like "Barbarians at the Gate," focused on personalities and relationships, Connie Bruck peaked inside the intricate system of junk bond financing that Michael Miliken pioneered at Drexel Burnham Lambert, and explained how such subtle innovations as refinancing bonds and private placements led him to become the most richly rewarded man in the world, and then, of course, a convicted felon.
Bruck presents an admirably balanced picture of Milken, as both a driven genius and an occasionally underhanded dealer. At first, one cannot read the book without admiring Milken's intelligence. Taking the research of W. Braddock Hickman from the 1940s, Milken showed his bosses how buying large, diversified portfolios of low-quality corporate bonds, i.e. "junk bonds," would allow them to outperform the competition. Even if a few defaulted, he argued, the high interest on the whole would be greater than supposedly safe triple-A bonds. More than that, Milken, son of a Los Angeles accountant, had an uncanny ability to divine good companies from their balance sheets and statements, and very few of his supposedly junk bonds defaulted. This made him and Drexel the fastest growing financiers in the country. After building up a dedicated cadre of thrift institutions, wealthy individuals, and mutual fund clients, all of whom would buy any bonds Milken offered on pure faith, Milken then transformed that vast reservoir of cash a into a tool to raise money for hostile takeovers. These junk-bond financed raids allowed such previous nobodies as Nelson Peltz of Triangle Industries to take over National Can Company, or Ronald Perelman and his Pantry Pride supermarket chain to take over Revlon. As the section is titled, pawns captured kings. Soon Milken became the center of a vast web of money and companies that funded takeovers, purchased stocks, and distributed vast funds across the nation. He also became a walking conflict of interest who accumulated loads of insider information from his diffuse clients. Then, a U.S. Attorney named Rudolph Guiliani and a crusading SEC finally put him in prison for two years, fined him billions, and pushed Drexel into bankruptcy.
Bruck is best in the weeds. She relates how Milken's "stripping" of stock warrants (originally requested as "kickers" to help sell supposedly bad bonds) from bond offerings, and the placing of such warrants and stocks with close friends who were at his beck and call, allowed him to accumulate large positions in companies before filing an SEC 13D form admitting to at least 5% ownership, and thus gave him the nebulous power to potentially threaten almost any CEO in the country. Few knew how much potential stock he controlled. Bruck also shows how Milken's 3(a)9 deals, that is, private placements of bonds that did not have to register with the SEC, but, contrary to Milken's actual practice, which were not supposed to be quickly traded, allowed him to create sudden streams of funds to use against takeover targets. Also, Bruck points out how Milken's "highly confident" letters, stating merely that his firm strongly believed it could raise, say, $100 million in a few weeks, were enough to make many corporate chieftains quake in their loafers and then to make them offer him large payouts to stay away from their companies. Although he didn't originate such "greenmail," he made it ubiquitous.
All this legerdomain had wider consequences, since it was part of a vast assault on the corporate establishment, and, as Bruck shows, this largely an attack by Jewish outsiders on Eastern WASPy managers grown fat and comfortable atop aging giants, giants that Milken thought needed to be paired and slimmed. The amount of clear antisemitism among defenders of the old order is fairly shocking here, as is the vision of Milken and others to reshape America through junk bonds. And though Bruck supports much of this reshaping, she knows that Milken flew too high, too fast, and his collapse is such a classic tale of hubris gone awry that it would be prosaic almost to describe it. Still, the consequences of Milken's vision, for better and worse, live on. Bruck effectively shows how corporate America is living in the world one former felon created.