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- Herausgeber: John Wiley & Sons
- Kategorie: Fachliteratur
- Sprache: Englisch
Money Games is a riveting tale of one of the most successful buyout deals ever: the acquisition and turnaround of what used to be Korea's largest bank by the American firm Newbridge Capital. Full of intrigue and suspense, this insider's account is told by the chief architect of the deal itself, the celebrated author and private equity investor Weijian Shan. With billions of dollars at stake, and the nation's economic future on the line, Newbridge Capital sought to become the first foreign firm in history to take control of one of Korea's most beloved financial institutions. In a proud country still reeling from a humiliating International Monetary Fund bailout in the Asian Financial Crisis, Newbridge Capital had to muster every ounce of skill, determination, and patience to bring the deal to closing. Shan takes readers inside the battle to win control of the bank--a delicate, often exasperating process that meant balancing the goals of Newbridge with those of the government, bank employees, and Korea's powerful industrial titans. Finally, the author describes how Newbridge transformed and rebuilt the struggling bank into a shining example of modern banking--as well as a massively profitable investment. In the secret world of private equity, few buyouts have been written about with such clarity, detail, and insight--and none with such completeness, covering not only the dealmaking but also the transformation and eventual exit of the investment. For anyone who has ever wondered how private equity investors strike bargains, turn around businesses, and create immense value--or anyone interested in a captivating story of high-stakes money-making--this book is a must-read.
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Table of Contents
Cover
Foreword
Acknowledgments
Author's Note
Preface
Chapter 1: Money Talks—My Path to Private Equity
Chapter 2: Project Safe
Chapter 3: White Knight
Chapter 4: New Faces at the Table
Chapter 5: Deadline Looming
Chapter 6: The Ambassador
Chapter 7: Presidential Visit
Chapter 8: The Chairman Takes Charge
Chapter 9: Daewoo Crisis
Chapter 10: Black Rain
Chapter 11: Ultimatum
Chapter 12: Sign It or Forget It
Chapter 13: The Final Sprint
Chapter 14: The Hard Part
Chapter 15: Change Agent
Chapter 16: Lion's Chase
Chapter 17: It's a Race
Epilogue
Appendix: A Primer on Commercial Banking
Index
End User License Agreement
List of Illustrations
Chapter 9
Exhibit 1: Korea occupies the entire Korean Peninsula, which borders China ...
Exhibit 2: Hun‐Jai Lee (center), Chairman of the Financial Supervisory ...
Exhibit 3: Cartoon in Maeil Kyongje Economy, May 26, 1999 depicting KFB as a...
Exhibit 4: Cartoon in
Korea Economic Daily
, May 15, 1999. The man hol...
Exhibit 5: Like most educated men of his generation, Ambassador Hong‐c...
Exhibit 6: A note by fax from David Bonderman to the author, September 13, 1...
Exhibit 7: Early morning, December 23, 1999, in the Business Center of the S...
Exhibit 8: Paul Chen (left) and BM Park (right) signing the final documents ...
Exhibit 9: Daniel Poon working on the final documents, morning of December 2...
Exhibit 10: Cartoon in
Korea Economic Daily
, July 3, 1999 upon the fa...
Exhibit 11: The final signing ceremony, KFB headquarters, December 23, 1999. ...
Exhibit 12: Dick Blum (left) in meeting with President Dae‐jung Kim of ...
Exhibit 13: Left to right: Bob Barnum, Wilfred Horie, Dan Carroll, and the a...
Exhibit 14: Members of the Board of Directors of KFB and their spouses visit ..
Exhibit 15: Robert Cohen (left), CEO of KFB, and the author write on the til...
Exhibit 16: The author (left) chatting with Dan Carroll while visiting Tongd...
Exhibit 17: David Bonderman (left) and Dick Blum at a meeting, Seoul, 2004.
Exhibit 18: David Bonderman (second from left) and Dick Blum (middle) presen...
Guide
Cover
Table of Contents
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Money Games
The Inside Story of How American Dealmakers Saved Korea’s Most Iconic Bank
Weijian Shan
Copyright © 2021 by Weijian Shan. All rights reserved.
Published by John Wiley & Sons, Inc., Hoboken, New Jersey.
Published simultaneously in Canada.
No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, scanning, or otherwise, except as permitted under Section 107 or 108 of the 1976 United States Copyright Act, without either the prior written permission of the Publisher, or authorization through payment of the appropriate per-copy fee to the Copyright Clearance Center, Inc., 222 Rosewood Drive, Danvers, MA 01923, (978) 750–8400, fax (978) 646–8600, or on the Web at www.copyright.com. Requests to the Publisher for permission should be addressed to the Permissions Department, John Wiley & Sons, Inc., 111 River Street, Hoboken, NJ 07030, (201) 748–6011, fax (201) 748–6008, or online at www.wiley.com/go/permissions.
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Library of Congress Cataloging-in-Publication Data:
Names: Shan, Weijian, 1953- author.
Title: Money games : the inside story of how American dealmakers saved Korea’s most iconic bank / Weijian Shan.
Description: Hoboken, New Jersey : Wiley, [2021] | Includes index.
Identifiers: LCCN 2020026499 (print) | LCCN 2020026500 (ebook) | ISBN 9781119736981 (cloth) | ISBN 9781119737001 (adobe pdf) | ISBN 9781119736998 (epub)
Subjects: LCSH: Cheil UŬnhaeng. | Bank mergers—Korea (South) | Financial crises—Asia.
Classification: LCC HG1722 .S588 2021 (print) | LCC HG1722 (ebook) | DDC 332.1095195—dc23
LC record available at https://lccn.loc.gov/2020026499
LC ebook record available at https://lccn.loc.gov/2020026500
Cover Design: Wiley
Cover Image: © People Images/Getty Images
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Foreword
In 1998, during the Asian Financial Crisis, the central banks in many Asian countries melted down and could not protect their nations' currencies or their commercial banks, and thus needed bailouts from the International Monetary Fund (IMF). As a condition of these bailouts, the IMF often required the governments of recipient countries to sell off assets, particularly failed commercial banks. Korea was no exception. In fact, it was the poster child for this paradigm. Among the assets the Korean government attempted to sell was Korea First Bank (KFB). KFB had historically been the largest commercial bank in Korea, but by this time had shrunk to the fourth largest. Still, under the right ownership and management, KFB could be a very profitable asset. Accordingly, Korean government officials and their investment bankers went around the world in the hope of finding a strategic investor to turn around KFB. They didn't have much luck. Part of the problem was that the few Western financial institutions interested in KFB wanted to buy the whole bank, and only after a bailout had left all the bad loans with the Korean government. This would leave the “good” bank for the foreign investors. The Koreans, however, were keen to keep a significant ownership stake so that if the bank was indeed turned around, the Korean government would have something to show for all the financial support it had given KFB by keeping the bad loans. Into this fray came Weijian Shan and his team at Newbridge Capital, the Asian affiliate of our private equity firm TPG. TPG had pioneered the good bank/bad bank model in the United States some years earlier and we thought that this model could work for the Korean government and the failed banks. Money Games is the story of a major takeover: the origin of the deal, the incredibly difficult negotiation between the Newbridge team and the Korean government, and the subsequent transformation of the most iconic bank in Korea, the first to be fully controlled by a foreign investor. The two sides negotiated for more than a year through a series of understandings and misunderstandings, which ultimately led to the injection of needed capital by Newbridge in KFB for a majority stake with full control of the bank. It was through an arduous process that Newbridge finally took over control of KFB. Shan, our teammates, and I held secret meetings outside of Korea because we worried our phones might be tapped. (Mr. Kim Chee was the nickname I was supposedly given by the Korean negotiating team after they had heard me complaining about kimchi, the spicy Korean cabbage, on a tapped phone.) Strong personalities and divergent cultures clashed, often resulting in colorful manifestations of different negotiating styles and tactics.
It turns out that while negotiating sessions were grinding on, Shan was taking notes and writing detailed memos. These give Money Games a strong backbone, making it a truly riveting read. Not only does it shed much light on the Asian Financial Crisis of 1998, but it also serves as an interesting primer for anyone who is curious about how private equity works and how private equity investors make deals and create value. The bank was ultimately restructured by Newbridge, which brought in new management, and returned to profitability, particularly in the housing mortgage business, which KFB had more or less invented for Korea. Shan's account of this fascinating story sets forth some lessons for us all, whether we are private equity veterans or curious outsiders hoping to better understand this secretive world. I hope you enjoy the journey.
—David Bonderman
Chairman and Founding Partner, TPG
April 9, 2020
Acknowledgments
This book is the inside story of how Newbridge Capital, a U.S.-based private equity firm, acquired and turned around Korea's most iconic bank. Almost everyone in high- and middle-income countries is a beneficiary of private equity investing. The sovereign wealth funds that manage money on behalf of their countries' citizens; the pension funds that provide for government and corporate employees; the endowments that fund schools and universities; not to mention the banks, insurers, and other financial institutions that look after the savings of millions of retail clients: All are active investors in private equity for the benefit of their constituencies. I am grateful to all our investors who have entrusted us with their money over the years, first at Newbridge Capital, then at TPG, and now at PAG.
Almost every private equity deal is accomplished by the coordinated efforts of a large team, involving the dealmakers who source and underwrite the deal; the operational specialists who monitor the company's performance and work closely with its management; the management team itself; and a myriad of financial, legal, accounting, and consulting advisors. Some of these individuals appear in this book, but many do not, and those who deserve recognition are too numerous to name. I thank all my colleagues who worked on the Korea First Bank transaction in their different capacities. This deal would not have been successful without their collective effort. Robert A. Cohen served as CEO of KFB (2001-2005). I thank him for leading the rebuilding of the bank and for his memoir Turning Around a Bank in Korea (2008), which fills some information gaps in chapter 15 of this book.
David Bonderman, founder and chairman of TPG, has been my mentor and inspiration ever since I began my investment career more than 20 years ago. I owe him a great debt of gratitude for guiding me professionally and for penning the foreword for this book.
Mark Clifford, Jill Baker, Tim Morrison, and Christina Verigan helped edit my manuscript at different stages of the writing process. I am thankful to them for their painstaking and meticulous work.
I thank Bill Falloon, executive director at Wiley, for his support and help with the publication of this book as well as my first book, Out of the Gobi: My Story of China and America (2019).
Rachel Kwok provided the best secretarial support any author could hope for, allowing me to concentrate on writing.
In the years that I was working on the Korea First Bank transaction, and again as I was writing this book, my wife, Bin Shi Shan, our son, Bo Shan, and our daughter, LeeAnn Shan, often had to endure a distracted and sometimes absent husband and father. I owe them greatly for all I have been able to accomplish, including the publication of this book.
Weijian Shan
June 10, 2020
Hong Kong
Author's Note
It can be difficult to decide how to write Korean names in English. Typically, Korean family names come first, followed by given names (as in President Park Chung-hee or President Kim Dae-jung). When dealing with foreigners, however, many Koreans reverse the order of their family and given names to follow Western convention.
Koreans may also abbreviate given names to make them easier for foreigners to remember or pronounce. For example, some people occasionally refer to President Kim Dae-jung as DJ Kim (or simply DJ) when speaking to foreigners. Some people, especially those who have lived in Western countries, adopt Western first names, which they place before their surnames (e.g., David Kim, Steve Choe, or Peter Jeong).
In this book, for the convenience of the reader, I consistently use the Western way to write Korean names, placing the given name first. For example, President Park Chung-hee becomes President Chung-hee Park and President Kim Dae-jung becomes President Dae-jung Kim or DJ Kim. There are exceptions, however; in cases where I quote from archived memos and letters, the original reference, which may follow Korean convention, remains intact.
South Korea's currency is the won, which is sometimes presented as KRW (Korean won). During the period of this book, 1997 to 2004, the won's exchange rate against the U.S. dollar fluctuated widely. In December 1996, the average won–dollar exchange rate was 842, meaning it took 842 won to buy one U.S. dollar. By February 1998 the won's value had dropped 48 percent. By December 1998 the won had regained some of its value, reaching 1,213 won per dollar. For the purposes of simplicity, I use the exchange rate at the particular moment in the story to approximate the dollar equivalent.
All dollar amounts represent U.S. dollars, unless otherwise indicated.
Preface: Big Money Legends
It was a brisk autumn day in 1900, and Andrew Carnegie, 66 years old, was enjoying winning a game of golf against 39-year-old Charles M. Schwab, the president of Carnegie Steel Company. Carnegie was, at that point, one of America's most prominent businessmen. Carnegie Steel, the company he had founded, had revolutionized industrial steel production and had become the largest steel company in the world. Unbeknownst to Carnegie, Schwab had been working on a plan with John Pierpont Morgan, America's most powerful financier. Schwab's mission was to talk Carnegie into selling his company to Morgan. It was widely known that winning a game of golf always eased the Scottish-born industrialist's temperament—and so Schwab played to lose. After the game, Schwab raised the idea with Carnegie, who seemed receptive.
The next day, Carnegie handed Schwab a piece of paper scrawled with numbers adding up to $480 million, a colossal amount in 1900 (approximately $14.5 billion in U.S. dollars today). It was the price Carnegie was willing to accept for the sale of Carnegie Steel. Schwab took the paper to Morgan.
Morgan glanced at the figures and said, simply, “I accept it.”
On a handshake, Morgan acquired Carnegie Steel for $480 million. Around the same time, Morgan consolidated several other steel companies to create U.S. Steel in March 1901. Capitalized at $1.4 billion ($42 billion in 2019 dollars), it was the first billion-dollar corporation in the world.
Carnegie's cut from the sale of his steel company was about $225 million ($6.7 billion in 2019 dollars). The deal, as Morgan observed wryly while congratulating him, made Carnegie the richest man in the world.
For generations, financiers, historians, and the general public have loved telling this tidy little story, amazed at how easy such big-money games seemed to be for the rich and powerful. Such games—the private buying and selling of companies and institutions—are now called private equity, and Morgan was probably the first notable private equity dealmaker in history, many decades before the practice became an industry and acquired its own name.
But the real story is unlikely to be so simple.
Where, for example, did Morgan get the money to finance the deal? The largest source, providing $225 million out of the $480 million required, came in the form of an IOU: a 50-year bond, bearing a 5 percent interest rate. In other words, Morgan borrowed almost half of the purchase price from Carnegie himself.
It is plausible that when he accepted Carnegie's price, Morgan was confident he could raise the vast amount of capital he required, if not from Carnegie then from other sources. It's plausible, but doubtful. The amount he borrowed from Carnegie represented too large a percentage of the price tag for the deal to work without it. The amount of capital required was more than 2 percent of U.S. GDP at the time; the same proportion would be equivalent to $426 billion today. Even the great Morgan could not have known for sure if he could raise that sum, or at what cost, or how long it would take, without testing the market first.
In any case, securing Carnegie's acceptance of an IOU, to be paid over a period of half a century, was a critical part of the transaction—and certainly required much negotiation and documentation before the handshake.
In the end, how much was borrowed? How much equity capital was raised? Did some of the shareholders of Carnegie Steel swap their shares for the shares of U.S. Steel? Did Morgan put in any of his personal money? What were the exact sources and uses of Morgan's funds? And, eventually, what was the outcome for Morgan's brainchild, U.S. Steel? How much money did Morgan and his investors ultimately get out of it?
Presumably there were records, locked away somewhere in the House of Morgan. But there is no way to know if these records have survived; the details of the transaction remain hidden from the public eye. The point is that Morgan cannot have agreed to such a big deal without specifying certain conditions, including, for example, his ability to raise the required capital. It is entirely possible that the deal would have fallen apart if Carnegie balked at the idea of lending money to Morgan.
There is no way that a deal of this size and complexity could be done in the same manner as one buys vegetables in a grocery store, even if published accounts make it seem so straightforward.
Private equity is the art of using other people's money (usually) to make investments in private markets (usually), as opposed to buying up stock of a company on a public exchange. It is the job and the fiduciary duty of a private equity dealmaker to generate good returns on capital for his or her investors. The dealmaker does not always win. And that is key: No private equity story is complete without knowing if the deal eventually makes or loses money.
In view of the tough times U.S. Steel went through in the years after its creation, it is possible that those who had entrusted their capital with Morgan ultimately lost money. The moment of dealmaking between Carnegie, Schwab, and Morgan occupies a shining spot in the annals of American business. However, the ultimate outcome of the first mega-buyout deal in history remains buried.
* * *
In the past three decades, private equity, or PE, has roared into public view, starting with the takeover of RJR Nabisco by Kohlberg Kravis Roberts & Co. (KKR) in 1988. The transaction was valued at $25 billion, the largest ever at that time, which awed even Wall Street.
PE fascinates the public because of the enormous amounts of money it moves around and the high stakes of the game it plays. The control of iconic corporate giants can be wrested away, and such deals can make an indelible impact on prominent industries. Then there are the larger-than-life dealmakers, who are often handsomely rewarded for their work to the tune of hundreds of millions of dollars. In the United States, there are more than twice as many PE-owned private companies as there are public ones.
Despite PE's solid presence, there is a dearth of literature about the inner workings of the industry. A few big buyouts have been written about in books, in most cases by journalists who try to piece together from the outside how the deal was made. While they are all fascinating, I am not aware of any book that tells the full story of a big deal, from beginning to end, including if the investors eventually made or lost money.
This is understandable because it usually takes years for a buyout deal to complete its cycle from the initial investment to the final exit. No business reporters could wait that long to tell the full story. In the case of RJR Nabisco, it took KKR 15 years to get out—long after the deal had been written up in a bestseller Barbarians at the Gate by the Wall Street Journal reporters Bryan Burrough and John Helyar. As it turned out, the firm had invested $3.5 billion of equity capital in RJR (the rest of the $25 billion was borrowed) and eventually lost $730 million, according to news reports, making the deal a rather dismal failure. KKR's investors would have been better off leaving their money in a savings account.
Much of PE's history is chronicled through accounts which were written too soon as they usually include only the deal-making part of the investment but not how the investment subsequently performed for the investors. Saving the Sun, by the Financial Times editor Gillian Tett, was also published only three years after the acquisition of Japan's Long-Term Credit Bank. Some of the investors were able to get out early with sizable gains; others remained invested nearly 20 years later and may have suffered losses. Dethroning the King, by the Financial Times reporter Julie MacIntosh, is another book recounting events that are far from over: the takeover of the venerated beer giant Anheuser-Busch, orchestrated by the Brazil-based PE firm 3G. For these dealmakers and many others, the jury remains out if these will turn out to be good or bad investments.
* * *
“Any idiot can buy a company,” Henry Kravis of KKR likes to say. “It's what you do with it once it's acquired that matters.”
To PE investors, the making of a deal, no matter how big, complex, or high profile, is only the beginning. The deal's success or failure can be ascertained only once the investor fully exits from the investment. In the years between the purchase and exit, teams of PE professionals expend great amounts of energy and resources to create value with the acquired company, to transform and to grow it. To exit from a big investment is often as complicated a deal as the initial acquisition—if not more so.
Any mistake in this deal cycle can lead to disaster and financial losses, erasing whatever satisfaction or glory the closing of the transaction brought years prior—and possibly ending the careers of the dealmakers themselves. Seasoned PE investors know that every deal is like walking on thin ice with a heavy load on their shoulders. They must take great care with every step to avoid plunging into failure. They can celebrate only after reaching the far shore, when they deliver their load to their investors.
Private equity is shrouded in mystery, in part because no PE dealmaker, to my knowledge, has written a complete insider's account of a major PE buyout deal from beginning to end.
This book tells the inside story of a profoundly impactful buyout deal, including the various twists and turns, successes and setbacks, that the American private equity firm at the center of it all encountered. Just as integral as the investors is the setting of the story: Korea in the immediate aftermath of the 1997–1998 Asian Financial Crisis. The country, whose modern history has been intertwined with that of the United States, was plagued by a beleaguered banking system and widespread economic instability.
The depth and severity of Korea's economic crash had come as a surprise to many. Starting in mid-1997, many of the world's most flourishing economies seemed to collapse almost overnight in rapid succession. Thailand, Malaysia, and Indonesia were the first countries to be hit, with Korea close behind. Curiously, there did not seem to be any particular reason why a crisis that appeared to originate with a collapse of the Thai currency should travel so far north, or why it appeared to mutate into a more virulent strain once it got there.
There was no shortage of potential culprits. Some joined Malaysia's then-prime minister, Mahathir Mohamad, in blaming foreign speculators for placing opportunistic bets against Asian currencies. Some pointed to the massive correction that ensued once the government was forced to devalue Korea's currency, the won. But many agree that one of the main reasons that the crisis cut so deeply in Korea was because systemic risk pervaded its financial system.
Nationalized under its authoritarian president Chung-hee Park in the 1960s and nominally privatized in the 1980s, Korea's banks had never fully thrown off the yoke of government control. These banks, regulators, politicians, and Korea's massive industrial conglomerates, known as chaebol, existed in a cozy symbiosis. As part of its decades-long effort to cultivate a prosperous nation following the privations of the Korean War, the government chose the industries and companies to bestow favors on. The banks would extend credit to these companies, which would churn out the steel, ships, and semiconductors that undergirded the Korean economic miracle. Implicit in this arrangement was the idea that the government would come to the aid of banks or enterprises that ran into financial trouble.
The financial crisis brought the entire system crashing down. Many of Korea's largest chaebol went bankrupt or were forced to restructure. Two of the country's largest banks failed and were nationalized. After the International Monetary Fund stepped in with a massive $58 billion rescue package, it mandated that these banks be sold to foreign investors, for the purpose of overhauling their shaky lending practices. It was an opportunity to bring some much-needed transparency and structure to Korea's banking system, and it was felt—among the Korean government and global institutions at large—that foreign investors would bring in a credit culture to prevent such risky loans from being made again.
Private equity is not only a source of capital; it is also a vehicle for new ideas and new ways of doing things. Throughout my experiences as a PE investor in Korea, I was conscious of the fact that we were playing an important role in helping a struggling country achieve necessary changes. Similar reforms were occurring across Asia, by choice or necessity. The government-directed economic policies that had served some countries so well during Asia's decades of rapid growth had brought about structural weaknesses that became visible only when the economic earthquake struck, and fixing them was one of the greatest challenges the region faced as it entered the 21st century.
Structural reforms are always painful, especially if necessitated by a crisis and partially imposed as conditions for foreign help. At the time, Korea's economic calamity and the onerous restrictions of the IMF bailout were seen as the humiliation of a proud country on a global stage. The reform agenda was championed by a new president, Dae-jung Kim, who had spent his entire life fighting to bring democracy to the country and who had come to the office only in February 1998, almost at the height of the unprecedented economic crisis. Not everyone in the bureaucracy agreed with his reform agenda, and xenophobia also stood in the way of allowing foreign investors to control the country's venerated financial institutions.
Time and again in our negotiations, we had to deal with the two opposing forces, pro- and anti-reform, which made the deal process exceedingly difficult and uncertain. However, all the government officials we dealt with were fighting for what they considered to be the best interest of their country and people. They were men of high integrity and selfless dedication to their country. (They were all men, as Korea remained a Confucian and male-dominated society at the time.) This book tells the story of the takeover of a national bank, and also provides an inside look, in real time and behind closed doors, at how a government grappled with the greatest crisis it had faced since the end of the Korean War.
—Weijan Shan
Hong Kong
February 2020
Chapter 1Money Talks—My Path to Private Equity
A couple of years ago I had lunch with some senior executives of Jardine Matheson Holdings on the 48th floor of Jardine House in Hong Kong. Jardines, as it is known, is a British conglomerate founded in Hong Kong with a history dating back more than 180 years. It has interests in everything from aviation and hotels to retail and real estate. The firm's spacious private dining room was decorated with bright and cheerful Chinese paintings and had a breathtaking view of Victoria Harbour.
As my gracious host walked me to the elevator lobby after lunch, I noticed a giant oil painting, darkened with age. It was a portrait of an Indian man wearing a tall black headdress and a long-sleeved robe, cinched at the waist, that appeared to be made of cream-colored silk. He had a dramatic mustache, an enormous potbelly, and eyes that were both keen and kind. He was sitting on a cushioned chair, surrounded by scrolls. He held one in front of himself as if he had just finished reading it. On his chest he wore a large gold medal, signifying some kind of honor. Behind him sitting tall on a pedestal was a giant potbellied brass vase whose exterior bore some barely recognizable letters, which I made out to be CARITAS, a Latin word from which charity in English was derived. I was instantly curious about this man, who looked anything but English, and his prominent place in the head office of a distinctly British company.
“Who's he?” I asked my host.
“His name was Jeejeebhoy, the man who grew opium for us in India, which we shipped and sold to China,” my host replied nonchalantly. It was as if he were talking about someone engaged in selling vegetables.
I later learned that Jamsetjee Jeejeebhoy, a Bombay native, had amassed a fortune in the British opium trade to China. His “distinguished services” to the British Empire were recognized with a knighthood in 1842 and by a baronetcy conferred upon him by Queen Victoria in 1858, the first ever granted to an Indian.
I was a little surprised by my host's forthrightness. Jardines' historical role in the drug trade was common knowledge, but I thought they'd be more circumspect about it.
“Ah,” I said, “I thought it was an awkward subject to bring up.”
“Nothing awkward,” my host reassured me. “We say Her Majesty's government made us do it. But we aren't drug dealers anymore,” he added with a twinkle in his eyes.
We both laughed. Jeejeebhoy's story hints at Hong Kong's inception as a British colony. Jardine Matheson was one of the original foreign hongs, or trading houses, established in southern China, that engaged in trading goods like tea and cotton among Britain's far-flung colonies. It also had a major interest in smuggling opium into China. Eventually, the Chinese government began seizing and destroying this illegal cargo, so Jardines' principals lobbied the British government to send in gunboats. In the ensuing Opium War (1839–1842), Britain's military forces overpowered the Chinese and forced China to sign the Treaty of Nanking by which, as part of the settlement, China ceded the island of Hong Kong to Britain.
Western commerce in the region grew, the opium trade continued, and Britain continued to tighten its grip on the area around Hong Kong. In 1860, Britain annexed the Kowloon Peninsula, directly across Victoria Harbour, the body of water that gave Hong Kong its name. Roughly translated, hong kong means fragrant harbor, but by the mid-19th century, the British had named the harbor for their queen and established it as a center of international trade. In 1898, Britain secured a 99-year lease for the New Territories, a mountainous, mostly rural swath of land surrounding Kowloon that connected it to the mainland of China.
Jardines grew with the colony. The skyscraper I was dining in had been the tallest building in Hong Kong when it was completed in 1972, a testament to the hong's enduring legacy and recognizable for its unique porthole windows. Locals called it the “building of a thousand orifices,” as a BBC documentary on the British Empire delicately put it. “Doubtless, somewhere in the foundation lies buried the conscience of its founders,” deadpanned the narrator.
Hong Kong was still a British colony when my family and I arrived from the United States in 1993. Under British rule, Hong Kong had prospered, attaining a living standard among the highest in the world by the early 1990s.
Located at the southern tip of China, with a land area of about the same size as the city of Los Angeles, it was a laissez-faire market economy, among the freest in the world. As an economic gateway to mainland China, Hong Kong was the regional headquarters to many multinational companies and international financial institutions. From Hong Kong, a business traveler could cover almost all of Asia: Beijing, Shanghai, Tokyo, Seoul, Taipei, Bangkok, and Singapore were all less than a four-hour flight away. English was widely spoken, and families of foreign expatriates could live comfortably there. Despite our Chinese background and Hong Kong being a Chinese city, my family and I considered ourselves outsiders. We did not speak or understand the local Cantonese dialect.
Before moving to Hong Kong, for six years we lived in the United States, in Philadelphia, where I was a professor at the Wharton School at the University of Pennsylvania. The life of an academic at an Ivy League university was comfortable, although it became a little dreary after a few years. American business schools are not exactly ivory towers. Their professors frequently maintain strong ties to the business world, and Wharton had particularly close interactions with Wall Street. While I never felt too removed from the real world of business and finance, I longed for a taste of real action. It seemed a bit ironic that I had been teaching business for so long without having actually done any.
By the early 1990s, China's growth had captured Wall Street's imagination—and I followed developments there with keen interest. At the time my research and teaching were focused largely on the management of multinational corporations and on the biotechnology industry, which had nothing specifically to do with China or Asia. Even so, I had grown up in China during its tumultuous years, so I had an intrinsic connection to the country. (My memoir, Out of the Gobi: My Story of China and America, chronicles my experiences during this turbulent period.) Eventually, I found my way to the United States, where I received a PhD in business administration at the University of California, Berkeley before becoming a professor at Wharton.
Because of my roots I had followed the developments in China with keen interest and I visited the country from time to time. At Wharton, I founded China Economic Review, an academic journal dedicated to researching China's rapidly changing economy and role in the global business landscape. My credentials as a professor at a top business school, combined with my knowledge of the country, were inevitably attractive to some firms with ambitions in the Chinese market. When opportunity knocked on my door, I was ready.
In 1992, I was approached by several major companies involved in management consulting or investment banking. Eventually I decided that the latter, which mainly helps businesses raise capital, was more interesting, and I began to explore related opportunities. In emerging markets, companies grow fast. Businesses tend to be more willing to pay for access to capital than for just knowledge and advice. Money talks, I thought, and at an investment bank, I figured my job would be easier than at a consulting firm.
I was recruited by a tall, shrewd banker named Tad Beczak, then the president of JP Morgan Securities Asia. He took me to a restaurant in New York City for lunch in early 1993. I had expected him to tell me how wonderful it would be to work for his bank. To my surprise, he looked at me across the table with his penetrating eyes and told me, “It's going to be hard.” However, he suggested, I might have what it took to succeed.
I found Beczak to be down-to-earth and straightforward, quite different from the stereotype of a Wall Street banker. He had a good knowledge of the Chinese market, especially its challenges and pitfalls. I took an immediate liking to him—and the prospect of doing something new, even something difficult, excited me.
I was offered a job as vice president in JP Morgan's Hong Kong office, with an additional title: Chief Representative for China. At industrial firms, vice presidents are big shots, but investment banks mint them by the dozen. Knowing this, I did not like the title. Even though I had zero experience in banking, I thought my credentials as a business professor ought to count for something. Eventually I accepted the offer, understanding that I needed to prove myself before getting a more senior position.
My major responsibility at JP Morgan was to get clients, typically large companies, to hire us to raise capital for them by underwriting their initial public offerings (IPOs) in overseas markets, or to provide other financial and advisory services. Underwriting IPOs is extremely lucrative for investment banks. Typically, we charged a fee representing a percentage of the capital raised. If the client raised $1 billion, our 5 percent fee would be $50 million (the actual percentage varied). However, qualified IPO candidates were hard to come by in China, and obtaining the mandate to underwrite their stock offerings was a fiercely competitive business.
When I arrived in Hong Kong in 1993, China was still a poor and developing country. In that year, its gross domestic product (GDP) was only $440 billion, one-sixteenth of that of the United States (about $6.8 trillion) and one-tenth of that of Japan (about $4.4 trillion). China's per capita GDP was only $377, a tiny fraction of that of the United States (more than $26,000) and of Japan ($38,000).
At this early stage of China's economic development, any business of decent size was state-owned. Factories were organized like an extension of the government and reported to certain ministries, such as Ministry of Textiles or Ministry of Machinery. They each functioned like a department of the government. As such, they had to be restructured as joint stock companies before they could be offered to overseas investors. There were only a few IPO candidates, all of which were carefully selected by the Chinese securities regulator. From 1992 to 1994, just 31 companies received approval from the regulator to go public on overseas stock exchanges. Each year there were more foreign banks chasing IPOs than there were IPO candidates.
I soon realized, somewhat to my dismay, that not only was I new to the game, but my employer was as well. JP Morgan had a long history, dating back to 1871. But the House of Morgan had been broken up in the 1930s by the Glass-Steagall Act, split into Morgan Stanley, an investment bank, and JP Morgan, a commercial bank. This set of laws, passed in an attempt to eliminate conditions that had helped cause the bank failures of the Great Depression, restricted a commercial bank to collecting deposits and making loans. It was not until 1989, four years before I joined, that the law was relaxed to permit the likes of JP Morgan to get into investment banking business, albeit in a limited way. In 1993, the bank was still building its investment banking business, and its underwriting capabilities were weaker than those of established houses, such as Morgan Stanley and Goldman Sachs. Those competitors were known as bulge-bracket banks because they were listed first, in bold type sizes, on the covers of stock offering documents.
JP Morgan's lack of a track record made it doubly hard for us to market ourselves to clients and compete with our bulge-bracket peers. To add to our difficulties, our pool of potential clients was smaller because JP Morgan was able to underwrite stock offerings only in the U.S. market, but not in Hong Kong, where most Chinese IPO candidates chose to go public. The saving grace was that none of our potential clients knew much about overseas capital markets or foreign investment banks. They were reliant on us to walk them through the process, and we made sure to make ourselves look as good as possible while doing so. As a former professor, I could be quite convincing, helped by the investment bank rankings, or league tables, prepared by my colleagues, who often placed JP Morgan at or close to the top.
Only later did I learn that every investment bank rejiggers these league tables to make itself look better. For example, if a league table showed we were in the top three in underwriting U.S. IPOs for Korean companies, it might mean that out of 100 Korean companies that had gone public in a five-year period, only three chose the U.S. market for their IPO, and in that year the bank was able to do one. To an unsophisticated client, though, being in the top three would seem quite impressive.
However, our competitors had their own league tables, and often a track record of underwriting Chinese IPOs, something we lacked. I found myself unsuited for the job because I could not honestly tell a client we were better qualified than our peers when I did not believe that was the case. I could only try to win their trust by going the extra mile, visiting with them so frequently that I am sure I came across like a type of human superglue. But still, it was an uphill battle, and one that was often too hard to win.
One of the IPO mandates I won was from Dongfeng Motor Company (DFMC), one of the three largest automobile manufacturers in the country. It was located in the middle of nowhere, deep in the mountains, accessible only by a slow train or a narrow dirt road, which zigzagged past steep walls of jutted rocks on one side and deep ravines on the other. The road was so bumpy it felt as if all my bones had been shaken loose after the four-hour ride. It was also so dangerous that a couple of times I saw the smoldering remains of vehicles that had plunged off the road into the ravine. My colleagues and I took this road more than 20 times in 1994 alone. Each time I felt lucky to have made it out in one piece.
DFMC had been built in the 1960s at a time of high tensions between China and the Soviet Union. Its remote location was due to an effort to hide China's industrial assets in remote areas in case of Soviet invasion. Shiyan of Hubei Province, where DFMC was located, was a factory town with its own kindergartens, schools, shops, fire departments, hotels, hospitals, water supply, sewage system, waste disposal, and even funeral homes. Most of these social services were offered to employees and their families for free or for a token price. The original purpose of the factory was not to make a profit but to produce whatever output it was designed for without much regard to economics. It would be my job to prepare it to sell shares to savvy investors around the world.
DFMC's managers and engineers knew a lot about making trucks, but international capital markets were completely foreign to them. In one meeting they told me a story that revealed just how limited their exposure to the rest of the world was. DFMC was negotiating a joint venture with the French automaker Citroën, so the senior management team was invited to France for a visit. Citroën's chairman hosted a dinner for his guests at his home. His wife brought out her best silverware and prepared the finest French cuisine. As her Chinese guests sat down, all of them unfolded their napkins and began wiping their forks and knives in unison. The hostess was stunned: Was her silverware not clean enough? She felt so humiliated that she burst into tears. The Chinese guests were shocked to see their hostess so upset but were completely puzzled as to what had triggered her reaction.
The DFMC managers had all come from Shiyan, the backwater factory town, where sanitary conditions were poor to say the least. Conscious of hygiene, they always wiped their chopsticks and bowls with their handkerchiefs before eating. Normally they would have some boiling water ready to rinse with as well. At the home of the Citroën chairman, they followed their pre-dinner habit. At least they had not asked for a bowl of boiling water to complete their sterilization or they would have killed the joint venture right then and there. In short, DFMC needed help, both with its IPO and its knowledge of customs abroad.
JP Morgan won the mandate to take DFMC public in the United States, but we faced the daunting and complicated task of restructuring the company into a shape recognizable and acceptable to overseas investors. A new joint stock company had to be established. And then decisions had to be made as to what assets to put into it and what to keep out. Needless to say, the new entity had to be profitable, which would mean excluding the factory town's not-for-profit social services and making many workers redundant. It was immediately clear that making the new entity profitable might bankrupt the town. How would the social services be financed? Who would pay for laid-off workers? How should the new entity pay for medical care and retirement benefits for the retained workers and their families, and at what prices? These were questions we would need to answer.
Accounting records were another problem. Most of the documents we needed—typical financial statements and business records—had never been created. Others existed, but only in forms that would be incomprehensible to the market. Pro forma financial accounts going back at least three years had to be created, sometimes nearly from scratch. This required a massive amount of work by accountants, lawyers, and bankers, and the process was both time consuming and resource intensive.
At that time, JP Morgan's client banking operations were country-specific, so its bankers were paid if the mandates they obtained were executed. However, the execution was mostly in the hands of product groups, which were paid for selling securities in the capital markets for clients, regardless of their countries of origin. Naturally, the product groups did not want to execute difficult mandates if they didn't have to. Labor-intensive Chinese deals, while a high priority for client bankers, were usually a low priority for product groups. The product bankers would rather execute straightforward deals from traditional market economies such as South Korea or Indonesia, whose businesses were already organized to issue securities in the public market without much work.
I came to the realization that the only way for the bank to develop its Chinese market was to have China-dedicated product teams. Maybe the business volume did not justify it at the time, but if we could start executing more Chinese business, the need for a specialized team would grow. The business volume would never be there without the initial investment. Maybe it was too early. Maybe the bank would not be competitive until it could present itself as a bulge-bracket bank. In any case, it seemed that JP Morgan never figured out how to tackle China. It shut down its Hong Kong capital markets business in the wake of the Asian Financial Crisis of 1997–1998, a year or so after I had left.
The Chinese market was definitely difficult. Quality clients were few and the competition for them was cutthroat. The process of obtaining mandates was opaque, often based not on a team's capabilities and effort but based on connections—or shady quid pro quo. I felt the work was 20 percent financial engineering and 80 percent political engineering. It was frustrating that some hard-fought mandates could not be executed, or were executed so slowly that we missed market windows for IPOs. That was what happened to Dongfeng’s IPO, though the company did manage to finally go public in 2005. I was working my tail off and I was promoted to managing director. But I increasingly disliked my job and felt the elevated title and the work were not worth my personal investment. It was time to make a change, but before I could leave JP Morgan, I had to figure out what to do next.
* * *
In mid-September of 1997, I met with Dan Carroll for breakfast, in Hong Kong. Carroll was tall and athletic, with a broad smile and a firm and sincere handshake. He came across as friendly and likable.
Carroll was a partner at Newbridge Capital, a private equity firm. He was only 36 but had worked in private equity for over a dozen years, most recently with a firm called Texas Pacific Group (TPG). Newbridge was a joint venture between TPG, headed by David Bonderman, and Dick Blum, a well-known American investor based in San Francisco. Established in 1994, Newbridge had been set up as a China fund with about $100 million in capital but had expanded its mandate to cover the whole of Asia. Carroll's co–managing partner had recently left, and Newbridge was looking for his replacement.
The only time I had come into contact with the private equity business I hadn't even known what it was called. Shortly after I joined JP Morgan, my boss, Tad Beczak, took me aside and told me that a vice chairman of the bank in New York had asked us to look into the possibility of investing in a China venture called ASIMCO. Since I was supposed to know China, Beczak wanted me to check it out.
U.S.-based ASIMCO had been set up to form joint ventures with various Chinese manufacturers of auto parts. It was looking to raise $400 million, and there was strong interest in Wall Street circles to invest. A colleague from JP Morgan's principal investment department and I took a tour with ASIMCO executives to investigate these potential Chinese joint venture partners. Most of them were under the umbrella of Norinco, the China North Industries Group Corporation. Norinco was primarily a defense contractor, but it also operated a vast array of other businesses, scattered across China. We visited Norinco's headquarters in Beijing and then traveled to a number of provinces to check out its auto parts makers. I was underwhelmed by what I saw. My impression was that almost all of these companies were in trouble, and Norinco was trying to find a way to save them. The proposed investment by ASIMCO seemed a perfect solution from Norinco's point of view, but how ASIMCO could make money out of these auto-parts makers was unclear to me. I wrote a report to summarize my views and, in the end, JP Morgan did not invest.
ASIMCO was able to successfully raise the funds from other sources and eventually lost practically all of the money. In 2006, Tim Clissold, who had worked at ASIMCO as a young analyst, wrote a book called Mr. China, which detailed the near-disastrous experiences of the company. I supposed I helped JP Morgan dodge a bullet.
I still didn't know much about private equity. But a few days after meeting with Carroll, I received a call from the headhunter who had put me in touch with Newbridge. Newbridge wanted to invite me to San Francisco for more interviews. I liked Carroll, but I still did not know what to make of the company, which I had never heard of. I did not think it would be worth it for me to travel all the way to San Francisco to learn more about the job, but I did leave the door open and indicated I would be happy to meet with Newbridge partners when they came to Hong Kong.
On Thursday, October 23, 1997, I took a day off to spend some time with my family. My wife, Bin, and I went shopping in Hong Kong's Times Square, a multistory mall in the bustling shopping area of Causeway Bay. The plaza in front of the mall was dominated by a giant overhead TV screen. On that day, Causeway Bay seemed even more crowded than usual, and I noticed that a large crowd had gathered below the giant TV screen, staring up at it. I looked up to see the stock market tickers scrolling along the bottom of the screen. Every one was showing red. In the middle of the screen was an intraday chart of the Hang Seng Index, which tracked Hong Kong's stock exchange. It was midday, and the Hang Seng was already down more than 1,000 points, nearly 10 percent. Before the day was over, it would fall an astonishing 16 percent.
It had been a difficult few months for Asian stock markets. In July, the devaluation of the Thai currency, the baht, had triggered a chain reaction of currency devaluations across the region, from Indonesia to South Korea. Investors were fleeing the market in droves. The cratering of the Hong Kong Stock Exchange meant we were now in a full-blown financial crisis. No company would be able to do an IPO, issue a bond, finance an expansion, or engage in any of the capital-raising activities for which banks like JP Morgan charged hefty fees. For investment banks, the capital markets in Asia would be as good as dead for a while.
Some 10 years later, in 2008, a similar scene would play out in the United States with the collapse of Lehman Brothers and the meltdown of the financial markets.
I turned around to see Bin, who usually could not care less about the stock market, staring at the screen. I told her, “I think I am going to join Newbridge Capital.”
“What's Newbridge Capital?” she asked.
I explained to her as much as I knew at that point about private equity. The firm's business was to make investments in companies or assets, improve them, and sell them hopefully at a higher price.
“But why did you suddenly decide to switch jobs?” She was puzzled.
“There will be a long winter for capital markets, and investment banking will be in a deep freeze. There won't be much to do on the sell side,” I said. “It's time to switch to the buy side.”
Investment banking is considered to be on the sell side, selling its products and services to clients and helping clients sell—or market—themselves to investors to raise capital. By contrast, private equity is on the buy side. It is primarily involved in directly acquiring assets and businesses and turning them around. When Asian markets were hot, it was good to be on the sell side because assets and securities were easy to sell. But once the market collapsed, the buy side became more attractive. Cash was king and assets could be acquired at bargain prices. The Asian Financial Crisis brought severe economic pain but with that came rare opportunities for investors like Newbridge Capital. And the Newbridge opportunity instantly felt more interesting and appealing to me.
A couple months later I met with Dick Blum and David Bonderman, Newbridge's co-chairs, in Hong Kong. Blum I had met once before, but it was first time I had met Bonderman, although I knew him by reputation. Both were tall and rather imposing, but they came across as friendly and casual. We had a good conversation, peppered with light jokes, in a relaxed manner. While I thought there were good investment opportunities in China, I talked mainly about the difficulties of the market and all the risks involved for foreign investors. They already knew about all that because most of Newbridge's China investments were struggling by then.
Shortly afterward, Newbridge made me an offer. The cash compensation was not as good as what I could get in investment banking, but I had completely lost interest in that business and almost no offer could have persuaded me to stay. Newbridge's offer included profit sharing, known as carried interest. If the firm made a decent profit for its investors, it would get to keep a percentage of that profit to share among its partners. This was certainly appealing, but with it came the risk that if the firm did not make money for its investors, there would be nothing to share.
