Saturday, April 11, 2015 8:30:51 PM
By Jon C. Ogg April 7, 2015 11:40 am EDT
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Warren Buffett and his team may be gradually making changes to how they operate Berkshire Hathaway Inc. (NYSE: BRK-A). The changes have been subtle in recent years, but the way in which Berkshire Hathaway makes acquisitions and takes stakes being taken is becoming rather unique, compared to other conglomerates. It might be easier to argue that Berkshire Hathaway is becoming more like a public private equity shop, rather than being a conglomerate.
The good news here is that Berkshire Hathaway is unlikely to lose its conglomerate status. Still, the influence and dealings with private equity are becoming easier to see. It goes without any rational argument that Buffett is simply able to get a better deal than you, me and his rivals when it comes to transactions of any nature with companies.
Buffett even got a better deal than the government did in the bank bailouts. So how does all of this, and the trend of Buffett’s most recent M&A and partnership deals, tie in with Berkshire Hathaway becoming ever more like a public private equity than a conglomerate?
The trend of better dealings perhaps is most evident with the convertible preferred stakes structured in General Electric Co. (NYSE: GE), Goldman Sachs Group Inc. (NYSE: GS) and more recently Bank of America Corp. (NYSE: BAC).
Those were better deals for Berkshire Hathaway than any other investor could have demanded at the time. After all, the companies got to simultaneously say that their businesses were safe enough that Buffett was investing in them.
More recently, Buffett has always said he is open to a whale of a deal — a term he keeps using to refer to deals in the $10 billion to $20 billion range. Most traditional investors just think that this means that Team Buffett will go out and acquire a large company or a large unit and then tuck it under the conglomerate’s umbrella. It turns out that the “whales” are getting harder and harder for investors to harpoon.
Berkshire’s 2014 annual report shows that smaller, bolt-on acquisitions are extremely common now. The 2014 annual report shows that it contracted for 31 bolt-on deals last year alone, at a cost of $7.8 billion in aggregate, with terms ranging from $400,000 to $2.9 billion each.
In dealing with private equity firms, Buffett seems to not be going the traditional route of the past decade, in which private equity firms would, alone or in groups, buy companies on the cheap, leverage the companies to strip out capital, and then sell them back to the public for even more money. In the past two years or so, Berkshire Hathaway joined 3G Capital in the acquisition of Heinz. Buffett’s annual letter said:
This year, Buffett joined up with 3G again to roll Kraft Foods Group Inc. (NASDAQ: KRFT) into the Heinz effort. What was so interesting is that Kraft used to be a very large Buffett holding in the public stock portfolio.
Then the shares were sold off when Buffett was not so happy about a pricey acquisition of close to $20 billion for Cadbury. But fast forward to 2015, and Heinz and Kraft are merging. Suddenly Berkshire Hathaway will have about $9.5 billion worth of common stock in the newly merged H.J. Heinz-Kraft Foods company.
What about Duracell? Procter & Gamble (NYSE: PG) used to be a much larger stake for Berkshire Hathaway, dating all the way back to the Gillette buyout, when Buffett won out.
P&G is in the process of unloading many non-core brands now, and it was Buffett who stepped in late in 2014 with a deal to acquire Duracell. P&G will plow about $1.7 billion into the unit and will be given back roughly $4.7 billion worth of P&G common stock (valued at time of the deal), so Buffett is trading back the public stock to own Duracell outright. No more public P&G shares will be held, but Duracell will be a Berkshire subsidiary.
Another recent acquisition is from late in 2014, when Berkshire Hathaway bought Van Tuyl Automotive.
The new group is Berkshire Hathaway Automotive, and it almost certainly will do bolt-on acquisitions on top of the 78 auto dealerships under the Van Tuyl umbrella — with annual sales of $8 billion at the time the deal was announced. Buffett signaled that there were over 17,500 car dealerships in America as of 2012, and his pointing to consolidation only means that more dealerships will be acquired by Berkshire.
The most fresh deal in which Buffett has swapped holdings with private equity is in shares of Axalta Coating Systems Ltd. (NYSE: AXTA).
The company has just announced that a Berkshire Hathaway Inc. (NYSE: BRK-B) affiliate has entered into a definitive agreement with certain affiliates of Carlyle Group L.P. (NASDAQ: CG) to buy 20 million common shares of Axalta for a total purchase price of $560 million, or $28.00 per share, versus a $27.68 close and a 52-week range of $24.42 to $35.99. Maybe this is a public stock, but it came from private equity.
What about the recent selling of the huge Exxon Mobil Corp. (NYSE: XOM) stake? This almost feels like more of a hedge fund trade, because it would have been hard for a private equity firm or a conglomerate to quickly sell off an entire company during the drop in oil.
General Electric had been getting increasingly into energy, and it seems that Buffett and his portfolio managers were becoming worried that the days of high oil prices might not be back for a while. GE could not have acted this quickly if it wanted to.
Another issue is that Buffett is no longer endlessly adding to his public bank stocks. His stake in Wells Fargo & Co. (NYSE: WFC) has stopped growing, but it is still a 9% stake at over 463 million shares (now worth some $25 billion).
Other bank stakes are not growing as fast. Berkshire Hathaway also has been growing the stakes in Visa Inc. (NYSE: V) and MasterCard Inc. (NYSE: MA) at a time that American Express Co. (NYSE: AXP) has run into serious headwinds. Would Buffett dare to consider unloading his long-term American Express stake of 151.6 million shares?
Then there are the preferred shares or senior note efforts …
During the recession, Berkshire Hathaway helped Dow Chemical Co. (NYSE: DOW) with $3 billion so it acquire Rohm & Haas. In the deal, Buffett and team received preferred shares of Dow, with an 8.5% rate, and received about $225 million per year in income, as well as accumulating capital gains that can be taken through time.
Two other deals that Buffett entered into during harder times were in jewelry and motorcycles. These were also financing deals, and the common stocks have not really shown up in the public stock holdings of Berkshire Hathaway over the years since.
The deals involved Harley-Davidson Inc. (NYSE: HOG), with Berkshire Hathaway an investor in the $600 million in senior unsecured notes for lending activities inside of Harley-Davidson.
The notes were due in five years, but they came with a rate of 15%. Berkshire also invested $250 million into Tiffany & Co. (NYSE: TIF) via 10% notes, half of which are due in 2017 and half of which are due in 2019.
Going big …
The $26 billion buyout of rail giant Burlington Northern Santa Fe from 2009 was an outright conglomerate move. Still, this deal is now years in the past. If any recent deal-making trends could be retroacted, it seems that Buffett might have included partners more. This was Buffett’s “all-in bet on America” at a time when America needed all-in bets being publicized to demonstrate confidence.
So, what else has Buffett been up to?
It is no secret that Buffett has bought up regional and community newspapers in recent years, where there is limited competition.
Berkshire Hathaway recently raised capital in a European bond issue to take advantage of lower interest rates in Europe. Most large U.S. companies have been raising their debt here in the United States.
Berkshire Hathaway has been going ever larger into real estate sales, via the growth of Berkshire Hathaway HomeServices — acquiring real estate brokerage presences around America. The deal ties back to acquiring Prudential and Real Living from based Brookfield Asset Management Inc. (NYSE: BAM), with Brookfield joining to create the Berkshire Hathaway HomeServices franchise brand.
Brookfield is largely considered by investors to be a public private equity firm, although the Canadian company lists itself as an alternative asset manager (with about $200 billion in assets under management).
Berkshire’s full list of subsidiaries shows the rest: insurance, reinsurance, financial bets, consumer products, furniture, jewelry, food and on and on.
Buffett’s letter inside the Berkshire Hathaway 2014 annual report, which was before the Kraft-Heinz deal, said:
To go on and on about the list of acquisitions and partnership deals inside of Berkshire Hathaway could end up being a financial history book. It just seems as though the efforts of deal-making inside the Berkshire Hathaway empire are changing, compared to the outright acquisitions of the past.
Investors likely will not need to worry at all about the tax status as a conglomerate changing. Still, the shadow and influence of private equity sure seems to be growing, versus simple buying and tucking companies into conglomerate operations.
And to think that there was a day when Berkshire Hathaway was at some degree of risk of being taxed and treated as a mutual fund. Times change throughout various business cycles, even for very wealthy men in their 80s.
TRUTH
I've never claimed to have all the answers but feel i'm beginning to corner the market in questions worthy of them.
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