The authors researched over 750 business failures to reveal misguided tactics that mire companies. They concluded that the number one cause of failure was misguided strategy - not sloppy execution, poor leadership, or bad luck.
These strategic errors fall into at least five categories: 1)Pursuing non-existent synergies. 2)Moving into an "adjacent" market that isn't. 3)Buying more problems than efficiencies through misguided consolidation. 4)Aggressive financial reporting, eventually leading to illegality or "fairy tale" businesses. 5)Staying the course - riding a dying technology into the sunset.
A Bain study of 250 executives responsible for M&A found that 90% believed data showing 2/3+ of takeovers reduced the value of the acquiring company. Yet, almost none were deterred. A BCG study found over 80% of companies don't do detailed work in advance of an acquisition to verify imagined synergies.
The bulk of "Billion Dollar Lessons" consists of mini-cases of strategies that failed. For example, the Unum Provident merger planned to consolidate duplicate information systems - six years later, just 4 of 34 information systems had been eliminated. Another problem was differences in selling and rating between individual disability vs. group policies. Result - a $1 billion write-off, lower stock price, and operating losses.
UAL in the 1970s anticipated synergies from also owning Hertz and Westin Hotels - one call for all. Unfortunately, it didn't work out and they were both sold in the 1980s. Sears added Dean Witter and Coldwell Banker in the early 1980s; several years later they divested both, but could not regain the time not devoted to concentrating on Wal-Mart. J.C. Penney bought five drugstore chains in 1996-97 for $4.4 billion, intent on stocking a limited range of each others' products - result was about a $2 billion loss and another series of divestments. Quaker Oats bought Snapple for $1.7 billion (some thought they overpaid about $1 billion) in 1994. New Snapple competitors appeared, while synergies did not - Quaker sold Snapple for $300 million three years later. Federated (Macy's) bought Fingerhut for $1.7 billion in 1999, excited tot add their expertise and capabilities in cataloging and e-commerce. Belatedly, Federated found that Fingerhut's e-commerce move was just a ploy to boost P/E ratios, and that it had pumped its numbers simply by offering credit cards to riskier customers. Write-downs and losses totaled $2 billion. IBM bought numerous small software companies to complement its PC business, ran scores of their salespeople through its training, and lost $2 billion on its $100 million initial investment before exiting (lack of compatibility?).
The financial sector accounts for 31% of corporate earnings, up from 20% in 1990, and 8% in 1950. Barings collapsed in 1995 because of $1.4 billion in losses from one rogue trader - ING bought it for one British pound. LTCM dazzled with 40%+ annual returns in its first few years, before losing $4.6 billion in 1998. Arnaranth hedge fund lost almost $6 billion in 2006 and was liquidated because of highly leveraged bets on weather.
Green Tree Financial fueled a boom in trailer-home ownership, loaning almost $5 billion in 1996. It's "innovation" was to extend typical 15-year mobile home loans to 30. Conseco bought it for $7.6 billion in 1998 ($53/share, vs. market $29). Green Tree also used aggressive accounting - booking profits at time of sale, using estimates of future delinquencies, interest rates, refundings. Conseco had to write off almost all Green Tree's profits as interest rates fell, buyers refinanced or walked away after finding themselves "underwater."
Revco's 1986 LBO at $1.4 billion (48% over its average share price the prior 12 months) assumed 8% profits margins (35% greater than the industry average over the past 12 years, and almost twice its own average the last 2 years), and a high growth rate. Bankrupted in 18 months.
Tyco spent over $60 billion acquiring 1,000+ companies from 1992-2001. In 2006 it paid a $50 million SEC penalty for overvaluing acquired liabilities, undervaluing assets, and manipulating reserves.
And yet, the pace of M&A activity continues, slowed only by the latest trillion-dollar lessons in sub-prime mortgages and CDS.
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