The Ballad of Clayton Homes

Warren Buffett sat in Omaha, Nebraska, bushy eyebrows knitted as he tried to get his voice in tune, via speakerphone, with a guitar in Maryville, Tennessee. On the other end of the line, strumming away, was the affable, homespun Jim Clayton, chairman of the $1.2 billion manufactured-housing giant Clayton Homes, the latest catch in Buffett's billion-dollar acquisition net. The two were practicing for a musical meeting that would introduce Buffett to Clayton's employees and, hopefully, pave the way for a smooth transaction.

It was a fitting scene. If it were a country song, the saga of how Warren Buffett managed to take control of the company might be the kind of downbeat ditty that would have listeners crying in their beer. It's a story of love gone wrong for many outside shareholders, who believed their company was worth far more than what Buffett offered for it and who fought passionately for their prize only to find betrayal and heartache at the bitter end. The notes of this song ring truer for those connected to the Clayton family. In their eyes, it's a blood-pumping anthem of triumph over adversity. Clayton, 69, a helicopter-piloting musician and son of a sharecropper from the Tennessee sticks, made it big--real big. Then, against all odds, he and his son Kevin sold the publicly traded company to the world's most respected investor, saved the community, and got to live happily ever after.

The truth, as in most ballads, bar fights, and divorces, lies somewhere in the middle. Here, then, is the tale of a prominent Tennessee family, rich in stock but relatively poor in cold hard cash, that bit and bit hard when the oracle of Omaha suddenly decided that there was mobile-home gold in the rolling hills outside Knoxville. The struggle that ensued entangled an angry bunch of Denver-based butchers, the most shark-toothed class-action lawyers in the business, and even former vice president Dan Quayle before the deal finally went through (although investors have filed a lawsuit against Clayton and its board).

What we are left with is a darn good yarn about how what began as a cordial meeting of the minds quickly turned into one of Buffett's toughest acquisitions. The Clayton story shows how Buffett's gimlet eye for a good buy is a great thing--as long as you're on the right end of the deal. For the Clayton family, the buyout was the ultimate validation of an enterpreneurial dream; for the outside shareholders, it reeked of a sweetheart setup that couldn't possibly be fair if the world's sharpest value investor wanted in. No one lost it all--the shareholders were paid in cash and the company continues onward--but did anyone other than the Clayton family and Warren Buffett really win?

The battle for the hearts and minds of a company better known for double-wides than charges of double-dealing began back in February of 2003, when a group of students at the University of Tennessee B-school prepared for the most important professional day of their young lives. Thanks to a relationship cultivated over the years by UT finance professor Al Auxier, 40 members of the school's Financial Management Association had flown to Omaha to visit Warren Buffett himself. Buffett is known for his low profile, but for the past six years, he has invited the group to spend a day at Berkshire Hathaway sipping Cherry Cokes, nibbling on See's Candies, and chatting about investments, the economy, and whatever else strikes their fancy. The 2003 meeting was held on February 3, in the middle of a blizzard that had some students fretting--or perhaps hoping--they'd be stranded in Omaha. "We weren't used to seeing that kind of snow," laughs Angel Norman, an MBA student.

Although Buffett had recently dipped a toe into the manufactured-housing market by investing more than $200 million in the debt of bankrupt Oakwood Homes, the UT students knew more than he did about Clayton Homes, which is headquartered just outside Knoxville, in neighboring Maryville. Jim Clayton, a UT alum, has contributed generously to the school and donated funds for the students' group to use in investment contests. Professor Auxier and Jim Clayton are friends. And one of the students visiting Omaha, Richard Wright, was actually working part-time as an intern for Clayton.

So when the group was searching for a gift for Buffett, they seized on First a Dream (FSB Press, 2002), Clayton's folksy, chatty 2002 autobiography detailing his rise from the feed-sack-wearing son of a cotton farmer to a mainstay on the Forbes 400 list of the wealthiest Americans. Clayton started the company in 1966 with one charred mobile home that he and his parents renovated and resold. By 2002, Clayton Homes reached $1.2 billion in sales and was the pride of its industry.