M&A: Top or Bottom?

August 27, 2010 at 1:53 am 1 comment

James Stewart at Smart Money recently wrote a piece attempting to debunk the consensus view, which holds the belief that increased mergers and acquisitions (M&A) activities is a leading indicator of positive market returns. There is no doubt, in the desert of positive news headlines, the bulls are searching for signs of an oasis to rescue them. Temporarily quenching the thirst of the bulls were $90 billion of proposed deals last week, including the hefty $40 billion hostile takeover offer of Potash Corp. (POT) by BHP Billiton Ltd. (BHP).

Is this uptick in deal announcements the sign of greener pastures, or is it what Stewart calls a “reverse indicator” of the market’s direction?

Stewart buttresses his argument by showing how record deal activity occurs at peaks of the market. For example, global M&A activity crested at $4.3 trillion in 2007, right before the market cratered in 2008. This peak can be compared to the previous trough of $1.3 trillion in M&A transactions in 2002, just as the economy was freshly recovering out of the recession.  The trough to peak period for this M&A cycle lasted about five years (2002-2007), so I’m having a little trouble understanding how Stewart is claiming a peak is imminent after less than 1 year into the new M&A cycle (the recent M&A trough occurred in 2009 at $1.3 trillion)? Wouldn’t his analysis imply a gradual increase in deals until 2014? Well, for now, let’s just go with his rapid orgasm thesis and move onto his next points.

Stewart proceeds to rationalize the spate of new deal announcements with the following reasons:

  • Higher Prices Perk Up Previously Reluctant Sellers: The general price rebound in the market from the nadir in March 2009 is one major contributing factor to why previously reluctant targets are now warming up to fresh overtures.
  • Suitors More Comfortable: In 2009, buyers weren’t in the mood for paying top dollar for companies experiencing deteriorating fundamentals. Prices may be higher in 2010, but the Armageddon scenarios of early 2009 have momentarily been put on hold.
  • Money Can’t Get Any Tighter: The cheap, loosey-goosy lending standards in the pre-2008 M&A golden era no longer exist,  but conditions can’t get much worse than the log-jammed lending standards practiced in 2009.

The Real Reason for Deals Rising

Source: The Wall Street Journal

One word…cash. About $1.8 trillion of it is just piling up on the non-financial balance sheets of domestic companies (Financial Times). The tribes are getting restless with the obscene amounts of money earning 1% or less (read Steve Jobs: Gluttonous Hog article) and shareholders want to see more productive strategies applied to their capital. Frankly, I much prefer organic investment (e.g., R&D and marketing), share buybacks, and dividends over large destructive acquisitions any day. Just ask the executives at AOL/Time Warner, Mercedes Benz/Chrysler, and Sprint/Nextel how those large deals worked out for them. For some reason, many men like driving big macho trucks, just as many CEOs like controlling big companies.

One Reason to Buy and Many Reasons to Sell

I can’t disagree with James’s thesis that M&A markets get overheated near market tops, but I think there is a lot of room in deal announcements between the $90 billion in deals announced last week and the $4.3 trillion peak.  I also agree that one good week of M&A announcements should not be extrapolated into eternity.

Worth noting as well, I believe there is a substantial difference in the financing market today versus the prior peak. In the BHP/Potash deal for example, BHP offered $40 billion in cash…not stock. BHP is putting its money where its mouth is, particularly its $18 billion in annual cash flow and its healthy balance sheet. Internal financing wasn’t the main priority in the mid-2000s, when companies (including private equity) were more cavalier with OPM (other people’s money), specifically with the endless pools of cheap bank financing.

Currently, companies have deep pockets, but very short arms, and as a result, companies have been very stingy with their capital. However, if we continue to see more internally financed cash deals, I will view that trend as a tremendously positive signal of longer-term fundamental confidence, a characteristic which was absent last year.

On the topic of insider buying, Peter Lynch pointed out “there is only one reason to buy and many reasons to sell” – the only real reason to purchase is the belief stock prices will move higher. Since the availability of cheap capital has been severely hampered, a wide swath of companies will have to rely on their own cash generation – not OPM. Since outside capital is scarce, the companies with cash flexibility will be more prudent in their M&A due diligence.

Overall, James Stewart may be right about the sustainability of M&A going into next year. However, in the short-run, as the gargantuan corporate cash piles get put to use through more M&A, and share buybacks, simple supply-demand economics indicate a shrinking equity base should bode well for market prices, all else equal. Uncertainty is available in large quantities right now, so time will tell if deal making will diminish into a market top, or gain momentum into a bull market. With all that cash sitting on the sidelines, my guess is we are closer to the trough of the M&A wave versus the top. If I’m wrong, don’t hold your breath for a Microsoft-Google (MSFT/GOOG) or Exxon-Chevron (XOM/CVX) merger anytime soon.

Read Full Smart Money M&A Article Here (Hat-Tip Josh Brown TRB)

Wade W. Slome, CFA, CFP®  

Plan. Invest. Prosper.  


*DISCLOSURE: Sidoxia Capital Management (SCM) and some of its clients own certain exchange traded funds, GOOG, and AAPL, but at the time of publishing SCM had no direct position in BHP, POT, MSFT, XOM, CVX, AOL/Time Warner (TWX), Mercedes Benz/Chrysler, and Sprint/Nextel (S) or any other security referenced in this article. No information accessed through the Investing Caffeine (IC) website constitutes investment, financial, legal, tax or other advice nor is to be relied on in making an investment or other decision. Please read disclosure language on IC “Contact” page.

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