William I. Koch vs. Koch Industries The Family Lawsuit

I found an interesting find in the William I. Koch vs. Koch Industries trial that I covered in a previous three part series (part1, part2, part3). The document I found was 112 pages (much of it talks about historical court cases). What is even more interesting that the court case had 10,000 pages of exhibits (which would be twelve feet in a library).

William and Fred Koch along with other plaintiff dissents) owned 47.8% of Koch Industries stock. Fred Koch (father of all Koch brothers) set up trusts in 1966 and 1967 which gave all of his shares to his sons except for Frederick (some speculate it was because Frederick stole petty cash from the family). The trusts were actually interesting because the income of the trusts was paid to charity for 20 years and t he principal would be paid either to the Koch brothers or to some beneficiaries. Today, these are known as Charitable Remainder Annuity Trusts (CRAT trust) which is creative today and must have been innovative back then. According to the court case Charles began working at Koch in 1961 and became an officer one year later and was elected president in 1966. David came on board in 1970 with William joining in 1974 (three years after he completed his PhD from M.I.T.) William rose to become head of Koch Carbon in 1976 and was elected vice president of corporate development for Koch Industries in 1979.

In March 1980 William wanted more liquidity and cash flow for Koch Industries. Charles came up with an estate planning and liquidity program while Don Cordes and Tom Carey of Koch Industries talked to the plaintiffs to help them with any issues or concerns they had.  In the mean time William Koch didn’t like how Charles was running the company and talked to the plaintiffs. William talked to the plaintiffs to try to change the board of directors to do what they wanted.  The deal breaker would be J. Howard Marshall III who would help William, Frederick, and the other plaintiffs to gain a majority interest (over 50%).  Marshall III owned 4%. William however knew he had a problem because he didn’t have the number of shares he needed to elect a new board of directors. To fix this William called the First National Bank of Wichita and wanted to add two new directors. Charles hopped on a plane to see Marshall II to see if anything could be done. According to J. Howard Marshall II autobiography “Done In Oil” Charles went to visit Marshall II and Charles asked “What do we do now?” J. Howard Marshall II who himself was a business man after spending many years in government agencies suggested that he would offer his son $8 million $203 per share for the Koch stock that would change the board. Marshall tried to make it more of an emotional offer and his son took it. William got wind of this and increased the offer price to J. Howard III.

At a December 5, 1980 meeting Stuart Varner who was a board member of Koch Industries suggested that William Koch be asked to resign. William didn’t want to however the board thought it was time for him to go. In 1981 William hired Davis, Polk, and Wardwell to represent him and Morgan Stanley and Lehman Brothers were also brought on to determine what if Koch Industries should be publicly traded to fix the problem of liquidity and cash flow that William had been complaining about.  In a May 18, 1981 meeting the estimates from Morgan Stanley and Lehman said Koch Industries could sell between $140-$170 per share. Charles thought some of these figures were high because they did not take into account working capital. Both Morgan Stanley and Lehman said Koch Industries should not go public unless it needed to.

In 1982 Goldman Sachs was brought in and examined 100 pages of evidence from Koch Industries analyzing historical earnings balance sheets from 1977-1982. Goldman came up with a value of $1.6-$2.2 billion and valued the stock between $110 and $140 per share. William did not like this number and questioned Goldman Sachs about whether they were doing analyzing their discounted cash flows models correctly (used to figure out value). William then brought in Bain & Co. (keep bringing in advisors until you get the number you want right?).  Lehman revalued the shares in July 1982 and came up with an average of $175 per share.  On July 26, 1982 this profile came out in Fortune that discussed part of the battle that had been going on at Koch Industries. By October 1982 the case was even affecting mother Mary Koch who called Don Cordes and was upset that the Koch brothers were not able to solve their issues in court. By November  of 1982 Bain had come up with $187 per share while William and Bain wanted to make a counter-offer of $240 per share or a 28% premium. The plaintiffs all got together and met with Goldman Sachs and Bain & Co and agreed on the $240 per share counter offer. Koch Industries however did not think $240 per share made any sense after Lehman said it was really worth $140 per share. Koch countered with $167 per share ($95 in cash and $72 over a 15 year period at 10% interest). The plaintiffs did not want this because when you calculate a present value it was very low compared to what they thought they could get. William thought the stock was worth $212-$245 per share. In May 1983 William gathered up the plaintiffs to discuss what they all thought a fair price was. William of course wanted more than everyone else and the group also had to determine the cost of waiting out the ligation.

Finally at midnight on June 4, 1983 the final draft had been approved by both sides with the deal closed only six days later.  The plaintiffs were paid $200 per share on June 10, 1983 (the legal cost for “experts” was over $1.5 million). Charles, David, and William at the time each around 20% of the common stock (Fredrick owned 14%). The Simmons family (Mariorie Simmons Gray, Ann Alspaugh, and others) owned 13% and J. Howard Marshall II owned 8% (the one who married Anna-Nicole Smith). Koch employees and other people owned just 4%.  

Not only did the plaintiffs get a $200 share price but they got part of an offshore exploration property. This was however short lived as Bill Koch believed that brothers Charles and David Koch had cheated them out of money.  On December 31, 1982 the book value of Koch Industries was $1.54 billion (meaning what the worth of just its assets). The company in 1982 earned after tax earned $309 million. The company had a book value of just $133 per share.

This whole share price war reminds me of the classic book “Barbarians at the Gate” which discusses the merger between Nabisco and R.J. Reynolds with investment bankers coming up with higher and higher offers but made crazy assumptions. The Koch trial seems to be similar. Koch Industries told William Koch what the company was worth but William wanted a higher price. He kept hiring advisors to tell him his higher number was right. However, in the end I think William Koch made out pretty well.  When the whole thing was said and done Bill walked away with a $500 million check. William is now worth $4 billion. Not too shabby if you ask me.