Big Corporate Mergers Often Come with Big Risks
The June 29th edition of Grant’s Interest Rate Observer led with, “Time Warner, Inc. was put on this earth not to produce Game of Thrones but to punctuate the cycles of investment enthusiasm.” Grant’s reminds the forgetful that a few bubbles ago Time Warner and AOL merged and that “announcement in 2000 rang down the curtain on the dot-com era.”
The Time Warner — American Online (AOL) merger was a colossal $111 billion deal. A blink in time later, May 2009, the CEO of Time Warner, Jeff Bewkes, announced the two companies were separating, the merger was but a brief hookup instead of a marriage.
Now Time-Warner is making merger with AT&T, and Grant’s wonders if the deal “may epitomize the post-2008 corporate-credit boom.”
“The new AT&T is a kind of triptych,” writes Grant’s, “one-third wireless, one-third wireline and one-third entertainment.”
Of course, anything can work on paper if the guys and gals in the corner office want it to. In a 2011 piece for mises.org , I wrote,
A former director of Coopers & Lybrand told author Mark Sirower, "Lotus is the culprit in failed acquisitions. It is too easy to assume anything you want in perpetuity without any understanding of the economics of an industry, and package it in a beautiful report."
In his book The Synergy Trap , Sirower says valuation models turn on three things: free-cash-flow forecasts, residual value, and a discount rate.
The cost of capital is integral to making these assumptions. The lower the assumed interest rate or cost of capital, the higher the price for the acquisition that the models will justify.
And if anyone is assuming today's Fed-induced microscopic interests rates will last forever, well, now would be the time to be selling instead of buying. Once interest rates go up, these valuation models will be blown up along with the government-employee pension-plan assumptions.
It's hard to make something work out economically if you overpay in the first place. And that is most often what happens. Companies overpay for the firms they acquire.
It’s the rare business combination that works out. I mentioned,
according to Max Landsberg and Dr. Thomas Kell at the consulting firm Heidrick & Struggles, 74 percent of mergers fail. "Two-thirds of the newly formed companies perform well below the industry average," according to the Harvard Management Update. Although "up to 70 percent [of mergers] failed to create value, it seems clear that the end is not yet in sight," claims Financial Executive. And the Journal of Property Management says "60 percent to 80 percent of all business combinations undergo a slow, painful demise."
In the AT&T/Time Warner merger there is the additional problem of the debt load. “If pro forma AT&T were a country,” Craig Moffett tells Grant’s, “it would place 32nd on the list of highest total debt burdens, between Indonesia (at $335 billion) and the UAB ($220 billion). Pro forma leverage, on an adjusted basis, will now be 3.9 times EBITDA,”
“M&A is now — arguably, always has been — a leap in the dark,” Grant’s writes. The primary problem is size itself. Ludwig von Mises explained that socialism doesn’t work because there was no market to determine prices and thus calculate how resources should be used. Behemoth companies are no more immune than government bureaucracies.
Murray Rothbard explained,
Economic calculation becomes ever more important as the market economy develops and progresses, as the stages and the complexities of type and variety of capital goods increase. Ever more important for the maintenance of an advanced economy, then, is the preservation of markets for all the capital and other producers' goods.
Professor Peter Klein furthers the point in his book The Capitalist and the Entrepreneur,
as soon as the firm expands to the point where at least one external market has disappeared, however, the calculation problem exists. The difficulties become worse and worse as more and more external markets disappear, as [quoting Rothbard] "islands of non calculable chaos swell to the proportions of masses and continents. As the area of incalculability increases, the degrees of irrationality, misallocation, loss, impoverishment, etc, become greater.
Grant’s closed the AT&T analysis with, “There is nothing certain about the new Time Warner corporate marriage, only the time-honored tendencies of governments to inflate, investment bankers to promote, corporate CEOs to deal — and ground-hugging interest rates to addle the brain.”
In the end, this latest corporate knot-tying will crumble and destroy capital.