2/8/18: M&A Activity: More Concentration Risk Signals

In recent media analysis of the markets, less attention that the rise in shares buybacks has been given to the M&A markets. And there are some interesting observations to be made from the most recent data on these.

Top level (see https://insight.factset.com/mega-deals-dominate-even-as-the-u.s.-ma-market-remains-in-a-slump for details) analysis is that the overall M&A markets activity is remaining at cyclical lows:

As the chart above shows both values and volumes of M&A activities are shrinking. But the numbers of mega deals are rising:

Per chart above, overall transactions in excess of $1 billion are at an all-time historical high. Per FactSet: "the first half of 2018 has reported the second-highest level of deals valued over $1 billion with 200 deals; the highest level was attained in the first half of 2007 with 210 deals. It is also worth noting that the streak of billion-dollar deals started in 2013, and since then there have been over 100 billion-dollar deals in each half-year. Even in the run-up to the financial crisis the streak was only three years (2005 to 2007). And to help complete the pattern, the dot-com boom had a similar three-year streak of 100 billion-dollar deals in each half-year from 1998 to 2000."

In other words, markets reward concentration risk taking. Mega deals generally add value through increased valuation of the acquiring firm, and through synergies on costs side. But they do not generally add value in terms of future growth capacity. Smaller deals usually add the latter value. Divergence between overall M&A activity and the mega-deals activity is consistent with the secular stagnation theses.

16/5/17: M&As and Investment Climate: 1Q data

As an illustration to the point made a few weeks ago (see http://trueeconomics.blogspot.com/2017/04/28417-vuca-markets.html)  here is the latest data on aggregate deals volumes and deal values for M&As

25/4/17: Couple of Things We Glimpsed from KW Europe 'Deal'

Yesterday, an interesting bit of newsflow came in from Irish markets-related Kennedy Wilson Europe operations: http://www.independent.ie/business/commercial-property/1bn-worth-of-irish-property-assets-in-kennedy-wilson-discounted-takeover-deal-35650134.html. Setting aside the details of the merger between Kennedy Wilson Inc (U.S. based parent) and Kennedy Wilson Europe (UK and Ireland-based subsidiary), the news have several important disclosures relating to the Irish property markets, Nama and the Irish economy.

Consider the following: 

"Kennedy Wilson Europe Real Estate, which is tax resident in Jersey, pays 25pc tax on taxable profits generated in its Spanish subsidiaries, and it pays income tax at 20pc on rental income derived from its UK investment properties. But the qualifying investor alternative investment funds (QIAIFs) it uses in Ireland to hold its assets were until this year entirely exempt from any Irish taxation on income and gains. The group's total tax bill last year was £7.3m (€8.6m) on profits of £73.3m."

Which implies:

• Kennedy Wilson's Europe operations are running an effective tax rate of 10 percent. Not 12.5 percent, nor higher. Which shows the extent to which Irish operations tax exempt status drives the overall European tax exposures.
• Kennedy Wilson's merger across the borders is, it appears, at least in part motivated by changes in the QIAIF regime, imposing new "20pc withholding tax on distributions from Irish property funds to overseas investors".  Bringing the, now more heavily taxed, subsidiary under the KW wing most likely create more efficient tax structure, making Irish taxes paid offsettable against global (U.S. parent) income, without the need to formally remit profits from Europe. Beyond that, the merger will facilitate avoidance of dual taxation (of dividends). Finally, running within a single company entity, KW operations in Europe will also be likely to avail of more tax efficient arrangements relating to transfer pricing.

Another bit worth focusing on: "Kennedy Wilson Europe pointed out in its recently-published annual report that in 2014 it acquired a €202.3m Irish loan book for €75.5m". Yes, that's right, the discount on Irish properties purchased by the KWE was in the range of 62.7 percent, almost double the 33.5 percent average haircut on loans purchased by Nama. Assuming EUR 202.3 million number refers to par value of the assets, this implies that Nama has foregone around EUR59 million, if average discount/haircut was used by Nama in buying these assets in the first place. Look no further than the KW own statement: ""The enterprise will benefit from greater scale and improved liquidity, which will enhance our ability to generate attractive risk-adjusted returns for our shareholders. The merger significantly improves our recurring cash flow profile". The improved cash flow profile is, most likely, at least in part will be attributable tot ax structure changes for the merged entity.

Which is exactly how vulture funds' arithmetic works: pay EUR1.00 to buy an asset that Nama purchased for EUR2.68, which was on the banks' books at EUR 3.58. The asset devalued (on average) to EUR1.43-1.79 in the market at the crisis peak, and the fund is in-the-money on this investment from day one to the tune of at least 43 percent. Without a single brick moved or a single can of paint spent...

Of course, there are other reasons for the deal, including steep discounts on asset valuations in the REITs markets for UK properties, but the potential tax gains are hard to ignore too. Whatever the nature of the deal synergies, one thing is clear - vulture-styled investments work magic for deep pockets investment funds, while traditional small scale investors are forced to absorb losses.

21/5/15: Global M&A and Economic Fundamentals

Here are some select slides from my presentation at this week's Alltech's Rebelation conference in Lexington, KY.

14/1/2014: Irish M&A activity in 2013

Irish M&A values rose strongly in 2013, according to the Experian data.

• "Total number of Irish Mergers and Acquisitions and Equity Captial Market deals in 2013 was 254 - a decline of 15.1% from the 299 deals announced in 2012". 
• "The total value of deals for the year, however, increased significantly led by a spike in the number of mega (€1bn plus) deals. Transactions worth €38.590bn were announced in 2013, up by 39.1% from 2012’s €27.734bn worth of deals."
• Core mega-deals were split between pharma manufacturing and financial services
• "The Republic of Ireland represented approximately 2.4% of the total volume of all European transactions in 2013, and accounted for 4.9% of their total value. In 2012, the Republic of Ireland featured in 2.9% of European deals and contributed 3.6% to their total value."
• There were 37 large deals (over €120mln) announced in 2013, up by 32.1% on 2012’s total of 28 transactions; the twelve large deals announced in Q4 represented the busiest quarter in the large deals value segment since Q4 2006. Large deal values were up from €24.687bn in 2012 to €35.846bn in YTD 2013, a rise of 45.2%. The largest announced deal in 2013 was Perrigo Corp’s acquisition of Elan Corporation Plc for US$8.6bn.
• Mid-market (€12-€120mln) deal activity declined; 43 transactions were announced, down by 35.8% from the 67 deals announced in 2012. The aggregate value of mid-market deals fell by 34.4%, from €2.803bn to €1.840bn. Notable mid-market deals in 2013 included Dublin electronic payments business Payzone sell Cardpoint Ltd, to Houston-based Cardtronics Inc. for €119mln.
• The number of small deals (under €12mln fell by 11.1% on 2012’s figures; down from 54 to 48 transactions. The aggregate value of small transactions also fell - by 26.3%, from €243mln to €179mln.
• Largest by sector was - manufacturing. In 2013 accounted for 43.3% of deals; however, deal volumes here were down by 27.1% (from 150 in 2012 to 110 in 2013). 
• Second most active sector: wholesale, retail & repair, activity declined by 41.6%.
• Post and telecommunications sector saw 114% upturn in activity. 
• Social and personal services sector activity rose 76.5%. 
• Research and development sector activity was up 53.3%.  

Internationally:
"Europe saw a slight reduction in transaction volume in 2013 (from 10,500 to 10,476 deals), but an upturn in deal value, from €754.7bn in 2012 to €786bn, an increase of 4.1%."

"North American deal volumes were down by 28.7% (from 8,283 deals in 2012 to 5,908 in 2013), but the aggregate value of transactions was up by 1.3% year-on-year, to €939.7bn. North America returned strong activity in its manufacturing and information technology sectors in 2013."

"Asia-Pacific region ...volume was down 25.2% (from 8,822 deals in 2012 to 6,602 in 2013), without the associated increase in value recorded in the US and Europe (total deal value slumped from €616.9bn in 2012 to €385.6bn in 2013)."

See more on the subject here: http://www.experian.co.uk/assets/consumer-information/white-papers/corpfin/cf-monthly-review-dec-2013.pdf

A chart to illustrate: