Mergers & Acquisitions Roundup

The mergers and acquisitions (M&A) activity in this quarter was slow compared to the two most recent quarters in the financial world. The total amount of the deals was reportedly higher in dollar volume than the prior quarter, but the overall M&A picture is overshadowed by the unknown impact of new antitrust policies coming from Washington.

Those policies remain unrevealed to the public by the White House, and has placed most of the potential M&A activity on hold until further details emerge. However, amid all those changes some pending deals made progress and others fell apart. The past few months were still busy when it came to consolidations and other types of acquisitions.

Amazon Enters The Grocery Aisle

Amazon made a bold move into the retail grocery channel by acquiring Whole Foods in an all cash deal in June. The deal will give Amazon a foothold into an industry they have been trying to tap into for a long time without having to spend major capital on leasing or building store locations, training management and staff, as well as developing a distribution network specifically for those stores.

The addition of Whole Foods is going to make Amazon an even greater threat to the other players in the fresh grocery business segment. Amazon plans on keeping Whole Foods operational strategies mostly intact with retaining their business headquarters in Austin and keeping the brick and mortar store experience largely the same.

Walgreens Proposed Merger With Rite Aid Shelved

In the opposite direction, the M&A area was dealt a blow when Walgreens and Rite Aid announced that their long-pursued foray into merging together was being abandoned completely.

This proposed marriage of two of the largest retail pharmacy chains in the U.S. was riddled with issues from the outset. The regulatory boards involved have consistently been concerned with the fact that Walgreens and Rite Aid both had to divest a certain number of stores to meet antitrust requirements. This was further complicated because the industry contains a lack of suitable buyers for those locations.

Walgreens/ Rite Aid identified Fred’s, a largely Southeastern U.S. based chain of both pharmacies and discount type dollar stores, as the partner to absorb the locations that they both would have to sell off in order to meet approval on the merger. The regulators were not sure that Fred’s could double in size basically overnight and survive, especially expanding into the Northeast and other areas where they had no previous presence.

The sheer potential size of a combined Walgreens and Rite Aid ultimately doomed this proposed M&A transaction. Walgreens now has to determine another consolidation strategy in order to compete with CVS Caremark. Rite Aid, while pretty healthy overall with their business, has to be concerned about the tough competition from CVS and Walgreens in the Northeast. They also have to be concerned that another company is going to try to obtain them and absorb them in the short term.

The Big Get Bigger

In perhaps the most under the radar move of the year, AT&T is poised to become even bigger than they are currently with a proposed $85 billion acquisition of Time Warner. This is not just the cable television unit of Time Warner, this is the entire company.

This merger is expected, according to analysts close to the deal, to close and meet all final approval metrics within the next 60 days. This is a controversial merger in the eyes of many in the general public who have justifiable concerns about a multimedia conglomerate with that much influence.

AT&T and DirecTV are the same company, and they will now have control over broadcast channels such as TBS, TNT, CNN, and HLN. This represents a monopoly which can exert pressure upon advertisers and control the message in the media in a way that could be very dangerous.

Some consumers will feel that this is a conflict of interest with AT&T controlling a major satellite television platform as well as a full stable of broadcast channels.

New Rules Coming Soon

The White House will announce some sort of new rules for M&A activity that could make it potentially easier to consummate some of these mega deals. The Dow – DuPont merger looks like it is going to meet regulatory approval regardless of these future changes to the antitrust regulatory requirements.

The rules could allow for less oversight of potential monopolistic deals and could lead to a road where all the consumer is left with are very small “mom & pop” type stores or a store owned by some giant conglomerate with nothing in between.

The Dow-DuPont merger would be one of the largest in history and would be a very complex deal that would eventually create a corporate structure with separate divisions running as autonomous companies based on their shared specialty.

The analysts expect that the Dow-DuPont approval coupled with the regulatory changes could create conditions where M&A activity will ramp up significantly.

The “Q” Gobbles Up HSN

Liberty Interactive/QVC announced on Thursday that they have purchased the remaining stake in HSN (Home Shopping Network) to complete the acquisition of the network. QVC, or “the Q” as it is known in shopping circles, now has control of their top competitor, HSN, and the company is touting the cost savings from the shared core synergies for both networks.

It stands to reason that the systems for ordering and shipping will be upgraded to a unified platform. The knock on HSN is that the ordering process could be more cumbersome and the return process more complicated than that of the processes used by QVC. An improvement to any of those processes at HSN would be a real win for the consumer. This deal is also an indication of how robust the online competition from Amazon and other sites have been to the sales for twenty-four-hour home shopping networks.

Those networks, QVC and HSN respectively, were the advent of online shopping. They provided the first convenience factor of shopping from home, before the genesis of eBay, Amazon, and Craig’s List. Some feel that this merger could be seen as a monopoly, but the reality is that it is a necessary move for the survival of home shopping networks amid intense marketplace competition.

Berkshire Bets Big On Electricity

Berkshire Hathaway and their high-profile owner, Warren Buffet, announced on Friday that they have purchased Oncor, a Texas based power grid leader, for $9 billion in cash.

The acquisition is one of the largest that Berkshire Hathaway has ever undertaken. They are intrigued by the steady demand for electricity and the continued importance of electricity infrastructure in the future.

This move also pulls Oncor out of bankruptcy and into a stable of other companies and brands owned by Berkshire which could provide opportunities for strategic partnerships in energy delivery in the future.

Europe Cracks Down

The news on Thursday that the E.U. has reviewed the M&A activity of certain major players and decided to take punitive steps came as a surprise to some, and as no surprise to others within the business world.

The E.U. is investigating whether GE mislead their regulatory compliance process when the consumer products giant purchased a wind farming operation. The line of defense for GE, according to their spokespeople, is that the company did nothing to intentionally misguide the process. The E.U. law is written in a way that GE should they be found guilty of any wrongdoing would have to pay a fine in excess of one billion dollars.

The E.U. is also investigating Merck (the German company not the American pharmaceutical titan) for a similar matter in a completed merger where the valuations might have been altered to mislead the regulatory powers involved. They also face a hefty fine and the potential for an increased level of scrutiny whenever they decide to consolidate in the future.

The E.U. is also investigating electronics giant, Canon, for some alleged deceptive practices during their purchase of Toshiba’s medical imaging business unit. It would not reverse the acquisition, but it would be a significant fine if guilt is established. The reputation and corporate image of Canon could also take a hit in this situation as well.

The M&A activity has been largely put on hold in recent months. However, some of the largest merger activity could become reality in the next few months. These transactions will have an undeniable impact on the average consumer and will have influence over entire industry segments moving forward. It is important to understand how they can impact you and your family from the way it can impact costs of goods and services. The future will bring more of the same, so stay prepared.

Pushing The Easy Button: Staples Sold To Sycamore

The sale of office supply retail giant, Staples to a private equity firm, Sycamore Partners, is the most recent in a string of merger activity in the retail sector. It is no secret that Staples has had difficulties recently competing with online retailing behemoth, Amazon, who has taken quite a significant chunk of the market share away from Staples.

This transaction represents yet another major American retail brand taking the first of many options along the “decision tree” to retail survival. The key to this sale is that Staples will transition from a publicly traded company on the stock exchange into a privately held enterprise.

This is a huge distinction because, quite often, companies make decisions on any number of matters based upon how it will potentially impact the valuation of their stock, or how it will “play” with the analysts on Wall Street, or their shareholders perception of the decision.

Conversely, a privately held company has none of those same considerations. These types of enterprises can make decisions based upon what is good for the overall health of their business. In this case, with Staples, the company that once touted the “easy button” for solutions to home office or small business needs; the company pressed the button to solve their overall issues.

Staples initially attempted the “get bigger” strategy by attempting to purchase one of their largest competitors, Office Depot, but the proposed acquisition was rejected by regulatory anti-trust officials.

Staples remains the largest brick and mortar retailer of office supplies in the United States, and this is after shutting down hundreds of underperforming locations to free up more cash flow. That is the advantage they have over Amazon and other retail competition, is the in-store option. They have to play that to their advantage and refocus their brand on what they do very well particularly in the service area of copy and print.

The investment from the perspective of Sycamore is a reasonable one at face value because they obtain a recognizable brand with a huge network of retail stores that could own that space if they recalibrate themselves correctly.

Staples could weather the storm here by going into private hands, it is certainly going to make the transition to fighting Amazon easier without having to answer to “The Street”. It remains to be seen whether they make the correct course adjustments to their business to stay relevant in an extremely price sensitive marketplace with much more savvy and well informed consumers.

Television Wars: The Future of Home Entertainment

The rapid technological advancements in the mass media are causing a shift in the way in which the general public will utilize their home entertainment. The advent of Apple TV changed the landscape when it hit the market, and other streaming services and content providers are looking to continue to shape the market in the future.

 

In order to compete in the marketplace with Apple, Google launched their own product, Google TV, back in October 2010. In the years since then, the number of content providers and subscription services for the distribution of television programs and movies exploded. Google has since renamed their product after their “Chrome” product platform.

 

Now the landscape is crowded with systems such as Aveo, Roku, and Slingbox as well as subscription content providers in Netflix, Hulu, and Amazon Direct Video. These products and services coupled with the telecom companies’ movement into the television market with products such as Verizon’s FIOS, and AT&T’s UVerse, and the television wars have officially begun.

 

All of this content is transmitted by a signal today, and these companies and service providers are going to compete for the right to send their signal to your home. It happens every day if you have cable television service through a company such as Comcast, and you receive calls and emails from Verizon trying to entice you to switch to their FIOS service.

 

“Binge watching”

 

I have written about the evolution in the medium of television in the past, but I was thinking about all of these changes again over the Christmas/ New Year’s holidays when I had some time to unwind and watch a couple of movies.

 

It is still incredible to me that through a service such as, Amazon Direct, you can watch whatever movie you want in their catalog, or you could “binge watch” a television series you may have never seen before from the start of the series all the way through to the end, in sequence, with no commercials.

 

This approach to watching a series is the new trend in television viewing, and the broadcast networks as well as the cable, satellite, and telecom providers are increasingly aware of this viewer preference. They are providing their viewers or subscribers with several different ways to “binge watch” their favorite programs through video-on-demand services, streaming of both old and new episodes on the network website, and providing access to the show via subscription content providers such as Netflix or Hulu.

 

This method of viewing an entire season or an entire series run of episodes is very appealing to Americans, who like the freedom to watch whatever they want, at whatever time they want to watch it. The days of “appointment TV,” when you had to be home at a certain time on a certain night because the show was something the viewer could not miss, are over. The average person is too busy today with all of the new technology and the demands of their respective careers or families for that approach to be viable anymore.

 

In this case the network and cable television broadcast companies got it right to capitalize on the marketing of these new platforms available to stream content and expand the viewership of their programming. These same executives have missed the mark at other points and have alienated viewers in the past. The networks, at another point in time, would have considered restricting access to their programming to their own detriment; though they continue to favor subscription services rather than Aveo and some other services that tend to provide the content for less money.

 

Some say the networks were smart to provide their programming content via the Internet and other platforms. However, I think they really had no choice because if they did not provide the content, they would have lost many viewers, so they did so for their own survival.

 

In fact, some people have already “cut the cable cord” and are using these other devices and services rather than paying for a cable or satellite service for television in their homes.

 

Original Programming

 

The other trend which will also serve to further accentuate the competition for viewers is the push toward the development of more original programming for the new age outlets such as Netflix, Amazon Direct, and Chrome TV.   The appeal for the high profile actors and actresses in Hollywood to sign on for original programs on these new formats is two-fold:

  1. The content providers have lots of cash to shell out to produce their own programming and pay the stars associated – so money is a key factor
  2. The rules for the content they can produce are different than if they did a mainstream show on a major network or a basic cable program. The rules for what they can display are similar to a series produced for a premium tier cable channel such as HBO or Showtime. That freedom from normal regulatory constraints is very compelling to certain stars to be able to work on a show that is unvarnished and bold.

 

Some of these programs have been successful already in their limited runs, which has only served to fill the pipeline with more concepts for future development. Netflix recently announced that they are developing original programming for children, which opens up a whole new avenue to market their service to families.  Amazon is working a few new original programming concepts as well.

 

The two other recent developments that have further continued this trend of original programming is the news of the Disney deal with Netflix, and the potential for exclusive sports programming moving to these new media service providers.

 

The Disney deal with Netflix will eventually provide for Disney movies to be available exclusively through a subscription to Netflix in probably about four years from now. However, Disney owns Marvel Studios and the rights to most of their comic book characters. Marvel and Netflix will be producing at least four original series, each focused on a single character, for release in the near future (www.usatoday.com).

 

The recent announcement by the NFL that they are strongly considering the addition of another tier of playoffs is rumored to be driven by the strong interest and deep pockets of Apple TV and Google to land the digital rights to sporting events, particularly the NFL (www.money.cnn.com).

 

These types of digital rights deals are going to be the future of professional sports viewing as well, and it serves as another reminder that the world is rapidly changing. The business activity and marketing campaigns have also made it abundantly clear: these changes are here to stay.

 

In addition, as these properties continue to advance they will get monetized differently, and as some have seen with certain programs on Hulu, you will have commercial interruptions on certain programs. The advertising agencies and the networks will find ways to deliver their sponsor’s message as these services grow more prevalent in the future.

 

So whether you have Netflix, Hulu, Amazon Direct, or all three services; I hope you enjoy the viewing options for content that they provide because in the future it is only going to get bigger and better.