Gary Loveman will certainly be a winner if the Texas Pacific/Apollo buyout deal goes through, reports the Associated Press. In a Securities and Exchange filing Thursday, Harrah's says its CEO stands to make $94 million in stock options and other benefits from the deal.
He would collect on stock options worth $80.3 million, stock appreciation rights worth $8.8 million, and restricted shares worth $4.9 million. This is the kind of money that gives management-led or management sanctioned buyouts a bad name. How, the average reasonable investor asks, can the management be impartial knowing that it will be well taken care of when the deal is done?
Of course, Harrah's has been careful to say that Loveman was excluded from all board deliberations when the buyout was being considering. Still its own filings say he was meeting with Penn officials to encourage competition and he could have thrown a few wrenches into the works if he was about to be shown the door. And this is the way in such buyouts: The management knows it will be taken care of very well and that's what irks investors.
The filing also shows how the deal was put together. If things were as presented, we're supposed to know that the board stood its ground and fought for the last dollar of the deal. Harrah's was approached by the two private equity outfits separately, who then they made a joint offer. (This news will do nothing to dispel rumors that private equity companies often co-operate rather than compete in buyouts.)
Harrah's also came close to taking the Penn National offer but in the end the promise of cash was worth more than the cash-and-stock deal Penn put on the table. At the close, Harrah's demanded $91 and Texas and Apollo offered $90 a share. And it was a deal.

