The Etymology of Synergy
January 19, 2010
Before I became an M&A reporter, I rarely came across the word "synergy" in everyday life. In college, I remember it was an answer to a question in an Ecology final, and before that I only knew synergy as the holographic computer from the 1980s cartoon Jem.
(I think Jem was the lead in to either GI Joe or Transformers, because I have no other explanation as to why I would know that.)
Either way, as I was looking through old postings on George Geis's blog, The M&A Professor,' I stumbled across the etymology of the word, at least as it's used in the context of M&A. UCLA professor J. Fred Weston, who passed away last year, saw the word used to describe Irish Coffee, and appropriated it for his lessons to characterize what acquisitions are supposed to do.
And with that, 1+1 can equal three when it comes to acquisitions. A lot of times it works, but occasionally when I see premiums offered on the back of expected synergies, I get the sense that the math occurred after one too many Irish Coffees.
A quick poll of four Massachusetts voters this morning has all four voting for Republican candidate Scott Brown. The survey, which consists of four of my friends from high school and college, would certainly qualify as "non-scientific" by polling standards. Still, I think it gets to point of why this is even a race.
Here are some of the comments:
"If he will kill this monstrosity of a healthcare bill, then I will take him."
"Martha Coakley is just not a likable candidate."
"I'd rather him get in for the time being to try and help bring balance back."
"I like that he drives a truck with 200,000 miles on it."
My own take on it is that this could be a "message vote" in which Brown does get elected, under the assumption that a serious challenger emerges in the next three years to unseat him. It also seems to reflect suspicions among the electorate about the healthcare bill. Massachusetts, as a state, is hardly susceptible to being roped into those "Tea Party" complaints about death panels. It's still as blue as they come.
With that said, there has been too much debate around healthcare for any bill to be passed that doesn't come with thousands of loopholes and favors that only serve to undermine whatever 'reform' it's aiming for. Brown, in that sense, is a vote for the status quo. Ironically, he reflects a huge departure from Ted Kennedy should he win the seat on the Senate.
New York Magazine, which does national politics as well as any publication, has an interesting, albeit unrelated, take on how this happened.
PitchBook Data released its first-quarter fundraising report last week. On the fifth page, PitchBook broke down private equity performance by fund size. The best performers, according to the data, came from funds between $1 billion and $5 billion in size, followed by funds in the $250-million-to-$500-million range and funds between $500 million and $1 billion.
The mega funds, defined as $5 billion and more, seemed to offer the most consistency, with the tightest range between the best and worst performers. Funds under $100 million in size were the most unpredictable and the worst performers to boot, logging a median IRR of just 2.56 percent.
It's difficult to draw any concrete conclusions from the data, but to me it seems to underscore the idea that the middle market, especially in today's environment, offers the best opportunity for outsized returns. Companies have more room to grow and the asset class, in terms of the value it delivers, probably has the most influence over companies that would fit into these funds. The problem for institutional investors is that it is difficult to identify the outperformers, considering the breadth of the market, which is why the handful of mega funds offer more stability.
Footnoted.org's Michelle Leder has been documenting the use of tax gross-ups long enough to spot a trend, and recently she has seen a number of companies revise their executives' employment contracts to eliminate these provisions.
The gross-ups, for the uninitiated, essentially passes along the executives' tax bills to shareholders in the event of a change of control or other taxable windfalls. Ross Perot, for instance, was handed a $1.1 million gross up to cover a $3.9 million severance payment after he sold Perot Systems to Dell, according to Footnoted.org. (This was for the same guy who rails against entitlement spending on his website PerotCharts.com, which tracks the Federal deficit.)
In a story for Daily Finance, Leder notes that while these provisions aren't dead, many companies have opted against them in recent months. She cites Kohl's, Jack in the Box and others.
It was announced last week that Christopher Shays had resigned from CIT Group's board of directors. It makes me wonder about the value of influence peddlers in this environment, especially in the wake of Chris Dodd's decision to retire earlier this month.
Shays was brought in last year to give the lender a voice in Washington, but never managed to gain CIT access to the Temporary Liquidity Guarantee Program or secure government aid ahead of its bankruptcy filing.
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