Rewarding Failure

10-22-2009 • Zero Hedge

R.H. Donnelley, one of the largest yellow page companies in America, declared bankruptcy earlier this year. The Company had over $500,000,000 of cash on hand when it declared bankruptcy and has generated positive cash from operations every month since declaring bankruptcy. R.H. Donnelley had no debt coming due in 2009, and received an unqualified opinion, a clean bill of health, from KPMG during its audit. The Company is projected to make hundreds of millions of dollars in cash from operations in 2009 and will have an estimated EBITDA of $1 billion dollars. This information is all publicly available in R.H. Donnelley’s SEC and bankruptcy filings.

Why did R.H. Donnelley fail when shareholders were against the bankruptcy? There is one simple reason: The CEO will make more money bankrupting the company than keeping it alive. It takes a year or more for shareholders to elect new board members who in turn elect the CEO. As a result, when the CEO and board of a company feel threatened they may lose their jobs; they can wipe out current equity at any time regardless of the company’s financial condition by declaring bankruptcy. David Swanson, R.H. Donnelley’s CEO, cut a deal with bondholders to keep his job and have management acquire a 10% stake of the Company when it emerges from bankruptcy. Management had approximately 1% of the shares before bankruptcy. Equity was destroyed before the shareholders could have the CEO or the board members removed. The Company has wiped out six billion dollars of debt through the bankruptcy process and significantly lowered its debt service payments. A conservative