Al Qaeda and Terrorism post 9/11

Terrorism across the globe has taken a new meaning post the 9/11 attacks on the twin towers in the US. The in-famous Al Qaeda once know as one of the most globalized terrorist organization is losing its shine post the assassination of Osama Bin Laden and capture of some of the middle and senior leadership in the cohort. US intelligence has spent years tracking down the world's most influential terrorist organization. Out of 48 terrorist organizations identified by the US intelligence, Al Qaeda is the only organization that has a global presence and rest all have a domestic agenda. However during the period, Al Qaeda did strengthen its presence by affiliating with terrorist groups in Egypt, Algeria, Somalia, Libya, and now Syria. For about a decade and half , right from its existence, this strategy of merger and acquisition did work for the group. But what has changed in the last decade or so is the change in ideologies and the definition of terrorism among the affiliates. The core of Al Qaeda has always been US focused but the affiliates, who sprung to life in the last decade and leadership changes in some of the old terrorist organizations have redefined their mission and have secured different ideologies for themselves. Most of the affiliates now have a local agenda and are failing to align with the core of Al Qaeda in fighting against the western world. The focus is also seen to be changing from concentrating on western world to strengthening communities (Shiite v/s Sunnis). However what Al Qaeda has done to the terrorist organizations in the Middle East is establishing the need for securing the Arab Peninsula.

After its establishment in the late 80s, Al Qaeda under the leadership of Laden strengthened itself as a global Jihadist group by recruiting and training. The group was motivated by hatred and resilience against US and its allies in particular Israel. Laden was successful in building a safe haven in Afghanistan and training camps in Pakistan. He was instrumental in pumping enormous amount of money to carry out operations and new tactics came to design the attacks. Laden was also the leading force in tie-ups with terrorist groups in Northern African countries that were resource rich and thus helped the group in funding its operations. However post the demise of Laden, and demolition of the safe havens in Afghanistan, the motive of Al Qaeda has changed to securing a safe haven for training and continuing operations and winning the faith of Arab world. Part of the reason was because of what happened in Iraq. Al Qaeda setup Iraqi operations in 2004 with an aim of eradicating the US supported Shiite population and  bringing in the the Sunni regime but in the course many civilians died. The guerrilla war tactic employed by Al Qaeda during their resistance in Iraq was highly condemned by its affiliates. This to a large extent has troubled the group in wining the confidence of the Arab peninsula and also its affiliates. In the past, most of the affiliates, even if they were linked to the core of Al Qaeda, had a local fight in addition to contributing the the parent group. However this is changing in the recent past with the terrorist organization in Libya and Tunisia discovering the confusion this multiple agenda is leading them to. The groups in Algeria and Somalia are facing continued strikes from military from Ethiopia and neighboring countries and forced to concentrate on their sustenance than to follow the parent organization. The decade has also seen the progress in the Middle East with a few countries such as Egypt and Tunisia marching towards democracy while uncertainty prevailing in Libya and continued protests in Syria, Lebanon, and Yemen. But what this has meant to Al Qaeda is drought in funds and freeze of recruitment because the affiliates no longer share the similar thought process as Al Qaeda. Jihad for a long time has been expensive and for any mammoth operation such as the 9/11 to work will require extensive investment and the terrorist organization is unable to plan for any such attacks. In addition, the group is losing support from its affiliates who are busy with operations in their own country. In a way the independent business units (affiliates) have their own business strategy and is not aligned to the corporate strategy (Al Qaeda). This just goes to show that the competitive advantage of Al Qaeda over its peers (affiliates) was its leadership and sheer planning and probably the affiliates now feel that the global terrorist group has lost its advantage after the demise of Laden and some of his associates. In addition, the core competence of Al Qaeda for a long time was planning and executing massive attacks and this required huge financial assistance. Now with disintegration of the terrorist group, drought of funding mechanisms, and lack of strong leadership, the affiliate organizations started to feel that the once competence of the parent group is now slowly shading away.

Change in strategy

Much has changed in the last decade. Once upon a time, Laden used to group his men in Kandahar and offer training for even today Al Qaeda men are considered one of the best when it comes to operations planning and implementation. However over the course of time, due to problems discovered above, the group started remote communication and use of multimedia and internet has surfaced. So today, the possible recruit in to the group could be from anywhere in the world as long as the individual shares the common hatred for the western influence in the Arab world. Iraq and Algeria for almost half a decade were the funding and operational ground for Al Qaeda but post 2010, the group is on a look out for locations similar to Iraq. Northern Africa has its own problems with military from Ethiopia and Nigeria countering terrorism in Somalia and so the terrorist group in Somalia that was once considered to be the closest affiliate to Al Qaeda is struggling to maintain its presence domestically. The terrorist organizations in Egypt believe that the road to Jerusalem has to be through Cairo so in other words, they started to believe that before countering the world, they will need to succeed in their home country. Probably this has also forced Al Qaeda in changing its focus from being US centric to region centric. Currently Al Qaeda is looking at Syria however the different rebel groups within the FSA (Free Syrian Army) share different ideologies and definition of Jihad. Some of them are pro and a few anti Al Qaeda after what happened in Iraq. So it will be hard to say if Al Qaeda will be successful in this strategy however there are close to hundreds of Al Qaeda terrorists in the rebel group and this could be seen from the recent change in tactics adopted by the rebels (suicide bombings and car bombs, which were tactics designed by Al Qaeda during their efforts in Iraq). In the recent past, Al Qaeda has been instrumental in getting its people from neighboring countries such as the Iran and Lebanon to support the ongoing fight against the Syrian Military. So the group is gaining recognition but it is still far from gaining any ground in Syria. Involvement of Al Qaeda in Syria could also be a reason why US is not very open in supporting the conflicts in Syria. 

It is very clear that the strategy of Al Qaeda has changed from centralization to decentralization and making the affiliates powerful however it is hard to believe that the group is able to inspire and control its allies. This was possible during the Laden leadership but is fast dying. It is also very clear that Al Qaeda is losing its focus and the values on which it was setup for now its main aim is to creating a ground for itself. It is also clear that we might not see any more massive attacks such as the 9/11 however terrorism post 9/11 has grown so much that it pretty much spans across eastern Europe, the entire Middle East, the Northern Africa, and Pakistan. Even more so these groups are gaining strength day by day and have different values for their existence. I think we have reached a stage where countering terrorism is out of possibility and all that super powers can do is to understand their involvement and safe guard their interest. This is largely because, we are in a world where "one size fits all" is no longer working and this is applicable to eradicating terrorism as well. As of the local governments, we are likely to see more and more struggles in these deprived economies for no one knows what the solution is.

Repo rate to battle liquidity in India!

Recently RBI has increased repo rate by 25 basis points and there is a huge cry in the market that RBI is targeting price containment. Repo rate is a rate at which central bank lends money to commercial banks only in the event of shortfall of funds or liquidity. 

This to me has very less bearing for less than 2% of the total capital that banks use for lending is being lent by RBI to commercial banks. On the other hand, MSF (Marginal Standing Facility - also referred to as overnight rate) has been reduced by about 75 basis points. It is a no brainer - if i borrow from central bank at repo rate, this means it is more of a long term borrowing and i will have to stick to certain conditions laid down by the central bank. On the other hand, if i can borrow overnight from central bank at a higher rate, i don't need to contain myself. So banks typically go for overnight borrowings because their business of lending and investing is not dependent on how much or at what rate they can borrow from Central bank rather it depends on the deposits, the deposit rate (which is always higher than MSF to attract more deposits otherwise people can invest in government bonds and schemes such as PPF that offer rates on par with MSF), and provision for credit loss. So as long as the deposits are healthy and there is not much fear of NPA (Non performing assets), liquidity should not be a concern (baring for one odd glitches here and there). In addition, there is also inter bank lending (i think in India, we follow Mumbai inter bank lending rate which is correlated with LIBOR) so there is very limited reason why a commercial bank would reach out to RBI for borrowings. Having done some good research on how banks are evaluated (at least here in Canada while speaking to a few banks here), i can say that repo rate barely affects the lending scenario for it largely depends on deposit rates offered by individual banks. So this means that price containment using repo rate adjustment is barely going to work!

Now what has this MSF got to do with lending rates. I think with the introduction of MSF (in 2011), RBI has clearly laid instructions to the banks (in directly) that you cannot lend below this rate (MSF set by RBI). In fact this has brought about some transparency to the entire system. Earlier banks used to lend at different rates to different individuals and they still continue to do so. However the difference has largely come down. So going by the practicalities, if RBI has reduced MSF rate by 75 basis points, doesn't it mean that it's strategy is not liquidity containment and as a result price stability but rather growth. However by increasing the repo rate, it is signaling the world that price stability is it main agenda. 

In India, banks barely have problem with deposits although the loan to deposit ratio is looming but most of the banks have a very healthy capital to risk bearing asset ratio and their operating efficiency is above the global average. One factor that could distort this scenario a bit is Non performing assets (NPA). Should the economy progress at the same snail pace, banks might experience rising NPAs. In addition, the concern now in India is rising deposit rates (has crossed 10% - offered by some banks) and this means your loans are getting even costlier. But the income levels of businesses and individuals are not growing at same pace and so banks are starting to lend at higher tenures and also have removed the pre-payment penalties. This to some extent could counter NPA but the larger question remains as to who is actually defaulting on the loans. If it is the common man, extending the tenure and giving flexibility of pre payment might help.

Mr Rajan, way to go! Just open up the banking reforms and issue the licenses that were due for some time. This will increase banking access to larger population because as of now in India, only 35% of the population has a bank account as against 50% world average. Already we have seen that you have removed some regulatory hurdles for commercial banks while setting up branches (previously commercial banks had to file a document with RBI seeking permission and now you have removed this hassle), which will for sure increase reach. 

Healthcare shuts down US

Affordable Care Act (ACA - popularly known as Obama care) is the center stone for government shutdown. US spends about $ 2.5 trillion (on the GDP list, it would rank fourth just behind Japan) on healthcare and the cost is rising faster than GDP growth. Even after this spending, the average life span of an American is lesser than one in Sweden, UK, or some of the European countries. In fact US is ranked one of the lowest among the OECD countries when it comes to life expectancy. It is hard to pick something and say this is the problem. US has the world's best healthcare with respect to technology (an average individual spends less time in the hospital in US than in any other country in the world). US has one of the best access to healthcare (Denmark, Sweden, and Finland edge over US). However when it comes to cost, US is a complete outlier. Whatever may be the reason, output of a healthcare system should be longevity in life expectancy and certainly it is not seen here.  

More than 15% of the US population is uninsured (In Canada, pretty much everybody is insured for the coverage is offered by government) and even those who are insured are not insured for quite a few services that they have to manage out of pocket. So there is significant out of pocket spending that goes in to Healthcare (not as surmounting as in India where out of pocket spending to public spending is 2.3:1). In Canada, out of pocket expense is virtually zero. 40% of the healthcare spending in the US is contributed by hospitals and as a result, individuals feel comfortable staying away from any sort of care than to consider some care and go bankrupt. If this was not bad enough, ACA is one such black box about which even the creators have no much idea. I am not here to criticize Obama Care for not just me but much of US is unaware of what's in it. As per this act, all citizens should be insured by 1st of January 2014 and if they are not, a fine of $95 will be levied on them. In addition, the act requires all employers employing more than 50 full time employees to provide insurance to its staff. Already fast foods and retail, which are one of the largest employers in US, have started to push much of its workforce from full time to part time thus keeping the number below 50. Now neither these employees fall below the poverty line nor they have capacity to buy the insurance from the exchanges even though it is offered at subsidy. A recent poll indicated that majority of US citizens are not in favor of Obama Care. In fact some economists fear that this new act will force physicians to drive away those individuals covered under Obama care for they have to wait for the government to pay them the discounted fee for the care provided. So is Obama Care bad for US? Democrats feel that it is going to bring down the budget deficit drastically for one of the key reasons behind US budget deficit is healthcare. On the other hand, Republicans feel that this is going to be the last nail on whatever growth the economy is experiencing for it might result in job losses. Whoever may be right, the entire world that includes pharmaceutical companies, Payers, and Hospitals is watching how this drama is going to unfold and so am I. 

I am not one who would favor government providing universal healthcare and so i am not advocating for Nordic countries or countries such as Canada. However if the government has taken the responsibility, we got to see the results. About 10% of world's GDP goes in to healthcare (I think second to Agriculture.. Not much sure about Defense). This has inspired me to pen this post.

Bank of Nova Scotia acquires ING Direct Canada (2012)

Although this is not the deal of this week for this deal took place almost a year ago however this deal is certainly not as boring as the Blackberry sale likely to take place very soon (If I had been a Blackberry shareholder, that day would be my Christmas eve). Bank of Nova Scotia acquired ING Direct, ING's Canadian retail and commercial banking business, in 2012. The deal was announced on the 29th of August 2012 and was completed on the 15th of November 2012. The deal is interesting at least from three perspectives - How the deal took place, What is in it for Scotia, and How the banking industry is shaping up in Canada.

The Global Banking Industry

The banking industry across the globe has undergone a phenomenal shift aftermath of Lehman crisis and amidst the onslaught of Global Financial Crisis. Changing environment, both political and economic, has brought about changing demographics (including social and cultural behavior), changing customer needs and expectations, and changing reputation of the industry. These trends have forced the industry monitors across the globe to bring about regulatory changes and strict surveillance on the progress and this is one stage in the history of banking industry when the regulatory changes are jurisdiction specific and so international banks needed to take this in to consideration. The industry has undergone a largest ever consolidation in its history and today a few banks, in each of the dominant economies in the world, hold majority of the market share. For e.g. in the US, the top six banks hold about US$ 9.8 trillion of the ~ US$ 14 trillion assets and contribute to about 65% of the total banking activity in the country. Similarly in Canada, the top six banks account for 90% of the total banking operations and control more than 90% of the total ~ C$ 4.5 trillion assets. As a result of the financial crisis, the banking industry diversified from its traditional retail and commercial banking operations in to wealth and asset management. Aging population particularly in the western world has further increased the need for wealth management products. In addition, concentration of wealth in the hands of few individuals (particularly during the crisis, the rich get richer and the poor get poorer) has encouraged the banks across the globe in offering moderate risk and high reward wealth management products. We have also seen a huge reduction in the loan to deposit ratio and banks have become more conscious about proprietary trading activities, which typically require large amount of capital and is a high risk high reward game. Large banks have also intensified their Investment Banking operations as a result of M&A activities in many other sectors such as Telecommunications, Transportation, Information Technology, and Pharmaceuticals. Particularly in Canada, the banking system continues to support the M&A activity in the economy. It is estimated that the banking industry is likely to grow at a CAGR of 8% to reach ~ US$ 163 trillion by 2017 however it goes to see how the industry shapes itself to the changing environmental landscape.

ING Direct Canada

In 2008, after the financial crisis, ING group (Netherlands) together with all other major banks in Netherlands took capital injection from the Dutch government. The support increased ING's capital ratio above 8% however as a condition of Dutch state aid, EU demanded many structural changes. The Dutch government provided ING with Euro 10 billion and as against this aid, EU required ING to divest its Insurance and Investment management operations by end of 2013. In addition, the Dutch government also held securities and veto rights on major operational and investment operations that ING would carry out. This forced ING to divest its Insurance business in Latin America, Asia, Canada, Australia, and New Zealand. As a requirement, ING sold its ING Direct US business to Capital One for about US$ 600 million, ING Direct Canada to Bank of Nova Scotia for C$ 3.1 billion, and ING Direct UK to Barclays bank for about GBP 10 billion. In 2009, ING raised Euro 7.3 billion through shares and repurchased securities equivalent to half of the capital injection and in 2011, it repurchased securities equivalent to Euro 2 billion leaving the state aid to Euro 3 billion. So the sale of ING Direct US and Canada is just going to take care of repurchasing the remaining Euro 3 billion equivalent securities. 

ING Direct Canada was one of the most innovative banking concepts in Canada. It is aimed at those customers who want to save more and spend less on fees and other statutory engagements. So the Bank did not operate any physical branches rather had five ING Direct cafes and a few ATM machines. Customers were paid healthy interest rates (typically more than other banks) and all that customers needed to do was go online and complete transactions. ING Direct served customers via internet, contact centers, and mobile devices by offering savings, chequing, mortgages, and four mutual fund products. As of 2012, ING Direct Canada was the 8th largest bank in Canada and had 1.8 million customers with C$ 30 billion in deposits and C$ 40 billion in assets. The bank had a healthy mortgage portfolio with 59% of its mortgage insured and the average loan to value ratio on uninsured mortgages was 53%. 

Bank of Nova Scotia

Bank of Nova Scotia is the most international bank in Canada with operations in 55 countries. The bank had 81000 employees and had 70% of its income coming from traditional personal and commercial banking activities and the remaining 30% from wholesale operations. Scotia bank operates in four major categories namely - Canadian retail banking, International retail banking, Global wealth management, and Global markets. In 2012, the bank reported a revenue of C$ 19.7 billion with an operating income of C$ 9.3 billion. Between 2008 and 2012, revenue growth averaged 13.6% per year however growth rate in operating income during this period averaged 20% thus indicating that the bank improved its efficiency ratio (Operating expenses to sales), one of the key measures of a bank. Between 2008 and 2012, Net income increased by 106% at an average of 19.9% per year to reach C$ 6.5 billion in 2012. The difference between the operating profit margin growth and net profit margin growth indicates that the statutory losses such as provision for credit loss was very minimal. As of 2012, Scotia bank managed total assets worth C$ 668 billion and was the third largest bank in Canada behind RBC (Royal Bank of Canada) and TD Bank (Toronto Dominion Bank) in terms of assets under management. The bank reported a ROA of 1.4% in 2012 and has remained the same all through 2008 to 2012. In 2012, Scotia bank reported a ROE of 16%, which was marginally lesser than the 17% it reported in 2008 and 18% it reported in 2010. Part of this decline was because of the dilution by issue of more common shares in 2011 and 2012. Assets to Shareholder equity (Asset to capital multiple), another important measure post the Basel III regulations declined from 23.5 in 2008 to 16.9 in 2012 mainly because of the growth in the asset base relative to growth in equity. However since the risk bearing assets in Scotia were not as significant, the bank was able to improve its Tier I capital ratio (capital to risk bearing asset ratio) from 9.3% in 2008 to 13.6% in 2012 and thus was well above the Basel III threshold of 7.5%. Finally the loan to deposit ratio, that in a way guides the credit rating agencies in rating the banks, declined from 87% in 2008 to 76% in 2012. Part of the reason for this decline could also be softening housing prices and saturation in the retail lending space because of very high debt to disposable income within the Canadian population (164.6%). In fact in January 2013, Moody's cut credit ratings of TD Bank, Scotia Bank, Bank of Montreal, CIBC, and National Bank of Canada by one level citing concerns over consumer debt and housing prices.

Scotia bank expanded internationally particularly in the Latin America after it acquired 51% stake in Columbia's fifth largest bank. This expansion gave the bank access to Latin American markets including Brazil, Mexico, and Chile and It is expected that the Latin American countries are likely to experience significant grow rates relative to the US and Canada. The growth in the wealth management and global markets space was something to observe between 2008 and 2012. Between this period, income from Canadian retail banking declined from 42.6% to 31% and income from International retail banking operations declined from 29.3% to 25% thus indicating the growth in the wealth management and global markets space. The global wealth management operations grew from 0% in 2008 to 18.3% in 2012 and the global banking and markets operations grew from 19.5% in 2008 to 24% in 2012. 

Even though Scotia bank was able to grow internationally, it's policy of seeking 50% income from Canada and the remaining 50% internationally was not getting satisfied for reasons such as limited domestic growth opportunities and profitability of domestic banking business. Since the big six banks in Canada were well capitalized with high levels of liquidity and readily accessible funding in the Canadian capital markets (In 2012, Scotia bank issued C$ 4 billion of common shares at two times the book value to fund acquisitions) at extremely low rates as compared to global standards, the Canadian banks were able to diversify through acquisitions within Canada so as to increase their market share and Internationally in to high growth economies such as Latin America and Africa. As a result, Scotia bank acquired Dundee wealth for US$ 3.2 billion in 2011 and the acquisition of ING Direct in Canada would have helped it to overtake CIBC as the third largest bank in terms of deposits. So the ING Direct deal was critical not just for Scotia bank but also for other banks operating in the Canadian market for it gave market share in addition to the innovative business model that ING Direct had in the country.

How the deal happened

Having understood the rational behind why ING wanted to sell ING Direct in Canada and why Scotia and other banks wanted to buy ING Direct, let us examine how this process was conducted. It is important to understand that whenever a company is forced in to selling its business, it will sell the best business it has. So without any doubts, ING Direct Canada was ING's cherry. The sale process was a 2 stage auction where in the first stage, bidders were invited to submit their bids and the bids would undergo screening by the Investment bank appointed by ING and the successful bids will go to the second and final stage. Considering the competition to secure this deal, it was not surprising that 28 banks bid for ING Direct. Only three banks made it to the second stage where intense discussions and negotiations led to ING selecting Scotia bank to takeover ING Direct in Canada. It was made to understand that the bank that would take over ING Direct was not just offering the best price (in fact there were banks in the first round that offered better price than what Scotia bank was offering) but also had sound management to manage the target. 

This is one of a kind of process of deal making and is very interesting because this process is particularly applicable when you are selling one of your most important and strategic business units and the target company has an upper hand right from the announcement of the auction.

Deal structure

Scotia bank agreed to pay ING C$ 3.1 billion in cash and will also clear C$ 320.5 million of subordinated debt that ING Direct held with the state. This meant that the net investment that Scotia bank will be making on this deal was C$ 1.9 billion after netting of the capital that ING Direct carried on its balance sheet. To support the deal, Scotia bank issued common shares of 29 million (4.35 million additional shares can be issued in case of over subscription) at a price of C$ 52 per share. The proceeds of this issue was carried out by Scotia Capital Inc. This meant that the gross proceeds raised under the share offering would be about C$ 1.73 billion. 

After the deal

At the end of the deal, Scotia bank became the third largest bank in terms of deposits overtaking CIBC and just behind RBC and TD Bank. This also improved its deposits by 9.1% (YTD 2013) to reach C$ 506 billion by third quarter of 2013. ING Direct still continues to operate as a wholly owned subsidiary and Scotia bank had promised that it will not cross sell any of its products to ING Direct customers. However this deal helped Scotia bank enter the much needed internet banking space, which is not very efficient within the big bank circle. In addition, Scotia bank was allowed to retain the ING logo and brand name for a period of 18 months from the conclusion of the deal so in six months from now, Scotia bank will have to re-brand ING Direct and this could be a challenge for the Scotia bank management. We are likely to see a lot of customer poaching activity during this period particularly from TD Bank, which has good internet banking facilities within the country. At the end of third quarter of 2013, Scotia bank reported revenues of C$ 15.9 billion with an operating income of C$ 7.3 billion and a net income of C$ 5 billion. With one more quarter for year end closing and lots of activities to be carried out by Scotia bank to merge ING Direct completely in to itself, it will be an interesting time in the banking space particularly with respect to product offerings and channels of customer engagements. 

Journey of AT Kearney through the 90s and 2000s

This week was fabulous for two reasons - one that we spoke about an acquisition in the banking space (probably the most confusing and most interesting for it offers varied dimensions with respect to regulations, market share, etc) and another we got to understand how AT Kearney steered through the Mid 90s and then through all of the 21st century till 2011. Let me start with a brief on AT Kearney and will discuss about the Nova Scotia acquisition in my next post.

For all of those who did not know, AT Kearney was acquired by GM's outsourcing arm EDS in 1996 (at least I did not know this). EDS (Electronic Data Systems) was a company setup by GM (General Motors) as an IT outsourcing arm. It was when GM realized that it's core business is in making and selling cars, that it spun off Hughes and EDS in 1996. In later half of 1995, that was when EDS aspired to become a consulting and outsourcing company (Aka Accenture in today's world) and so it started on a shopping spree and acquired 39 small consulting firms. Finally it reached to partners of AT Kearney and offered $300 million in cash and $300 million in EDS shares to buy the consulting firm in December 1995. In addition, AT Kearney was promised complete autonomy and also a task to integrate and manage the 39 consulting firms that EDS acquired. As a result, AT Kearney became double its size after integrating the consulting firms within itself. Between 1996 and 1998, after EDS was spun off, the share price of EDS rose from $42.06 to $78. This made the AT Kearney partners even more happy as they were holding shares of EDS. It was those very happy times when the EDS and AT Kearney combination struck a $5.3 billion deal with Rolls Royce in order to make it the number one in the Aero Engine space (pushing GE to number two). However a series of mismanagement and the dot com bubble sank the EDS share price to $8. This made the partners really worried as they were dreaming of a healthy and wealthy retirement. The decline forced the then CEO out and the company got in a new CEO. The CEO had different plans - he was amused by the fact that the AT Kearney folks were getting special treatment (as usual as a consulting firm) and the consulting firm had different management structures (independent CEO and senior leadership) and policies. Much to his amusement, the new CEO decided to bring commonality across the organization (EDS + AT Kearney). As usual, this evoked the partners of AT Kearney and they started to revolt and as a result approached the CEO seeking a buyout option and the proposal was rejected by the CEO. Given with a task of getting the company back to glory, the new CEO was on a road show promising sun and moon. This got the share price back to $42.06 and the CEO sold all his shares at that healthy price. EDS board got to understand this and they fired the CEO. In addition, the CEO was trialed for insider trading. This news sank the share prices to historical low. Finally EDS got a sensible guy, a partner in McKinsey. He understood the operations of a consulting firm and felt that it had to stay autonomous. Realizing this, the partners in AT Kearney approached the new CEO (the McKinsey guy) for a buy out. The CEO and the board of EDS was fine with this. Immediately, the partners put together a buy out package and asked the CEO of the consulting firm (very unusual to have a CEO in a consulting firm however it had one) to reach out to EDS board to present the case. The then CEO of the consulting firm traveled all the way to Texas to present the case. While on the journey to EDS headquarters, he felt he might be crowned as a hero if he were to buy back the consulting firm cheap and as a result cut the offer price by 40%. After his presentation, the CEO of EDS just threw him out of HQ for faulty valuation of the consulting firm (Mind you the new CEO of EDS was from McKinsey) and AT Kearney was put on auction (it is a process where the target firm is put on sale by the parent company). Monitor approached EDS to buy AT Kearney but offered such a low price that it forced the CEO of EDS to give AT Kearney one final chance to put together a business case for MBO. Four senior partners of AT Kearney got together in preparing the business case (just over a weekend). It was one of those innovative packages that involved - Equity, Debt, and PIK (Payment in Kind). AT Kearney was supported by Morgan Stanley and EDS was supported by Goldman Sachs. Since it was a high profile and tense buyout, both parties intended to have investment bankers on their side. Despite push from Morgan Stanley to price up the deal, as their fee is tied to the acquisition value (very strange how these IB firms work - their job is to get you the lowest price in case of a MBO where in they were trying to push the price up), AT Kearney put together a package for $200 million that involved $40 million in equity, $100 million in Debt, and $60 million in PIK (Payment in Kind - this means that the consulting firm is available to offer services at free of cost to EDS for a certain period). The buyout package was accepted by EDS board as the CEO and board expressed their appreciation for PIK. This way AT Kearney became an independent consulting firm again. The partners were able to pay back the debt within 6 months and Morgan Stanley walked away with $7 million in fees. Today the total revenues of AT Kearney is little less than a billion dollars (I guess about $850 million).

This is a story told by my professor who was a witness through the entire process and was one of the four partners who finally bailed out AT Kearney from EDS. Today the consulting firm is at the bottom of the "Industry smile curve" (a tool that graphs firms based on market share and profit margins - this tool is very helpful to understand who will be the next target and how the industry is likely to consolidate) and could be a target again for M&A. The leading players in the consulting industry today - PWC, Deloitte, E&Y, and McKinsey have revenues more than $5 billion (Deloitte is the market leader with $18 billion, followed by PWC with about $13 billion, E&Y with about $11 billion, and McKinsey with about $6 billion). Already we have seen Monitor acquired by Deloitte and as we would experience more consolidation in this industry, the probable targets could be AT Kearney, Booz, and Bain.

My professor has now left AT Kearney (a year ago after serving the firm for 26 years) and is a senior partner with E&Y in their transaction advisory.

Largest deal in the Canadian Retail Industry this year

There is an interesting deal taking place in the Canadian retail space - Loblaw Companies Limited (will be referred to as Loblaw) has announced that it will be acquiring Shoppers Drug Mart Corporation (will be referred to as Shoppers) for C$ 12.4 billion. The deal was announced on the 15th of July 2013 and is likely to be executed by end of this year. According to analysts, this deal is likely to be the largest deal this year. It is an interesting deal for at least three reasons - the strategy behind the deal, structuring of the deal, and the proposed synergies out of the deal. 

Canadian Food retail industry

With a GDP of US $1.8 trillion (almost equivalent to India), Canada has a population of 34.9 billion. Between 2000 and 2012, the population of the country has grown by 13.4% at an average of 1.1% per year. As of 2012, more than 35% of the population is aged more than 50 years and about 5.5% of the population is aged less than 4 years. It is estimated that by 2036, the country would have about 25% of the population represented by people above 65 years of age and currently people above 65 years of age account for 45% of the government healthcare spending thus indicating that as the country grows old, the healthcare spending is going to rise. As per the report published by the government, in 2012, the total retail sales in Canada was about C$ 470 billion, a 3% increase over 2011. Food retail sales represented 19% of this total retail space thus contributing about C$ 87 billion. The industry is expected to grow at a CAGR of 2% between now and 2016 and it was also expected that much of this growth will happen through expansion in the selling space (measured in Square feet) but not much increase in the number of stores. Grocery retail in Canada is a matured and highly developed industry and as a result of slower population growth, the overall growth rate in the industry is slowly declining (3.9% in 2009, 2.6% in 2010, and 1.2% in 2011). By the end of 2012, the industry was dominated by domestic retail players such as Loblaw Companies Limited, which had a market share of 20% by value, Sobeys Inc, which had a market share of 12% by value, and Metro Inc, which had a market share of 9% by value. However with the arrival of US retail giants such as Walmart and Target, the scenario is fast changing. Walmart arrived in to Canada in 1994 and as on 2012, the retail giant reported a revenue of US$ 22.3 billion and occupied the third position in the retail space. Despite slow growth in the retail sector (owing to various reasons such as the consumer debt to GDP is at all time high in the economy and consumers have been conscious of their spending patterns), Target entered the market in 2013 after acquiring a series of retail chains. So the industry as a whole is moving towards consolidation. The arrival of deep pocket US retail giants is not just changing the dynamics of the industry but also creating a sense of nervousness among the existing players. As a result of this, Sobeys, earlier this year, announced a C$ 5.8 billion acquisition of 200 Safe way stores (Drug stores). This is now being followed by Loblaw that has announced acquisition of Shoppers for C$ 12.4 billion. It is also anticipated that Metro and Jean Coutu, a drug store chain, may join to form one company. So over next few years, it is highly likely for us to see a few big retail chains dominating the industry. 

Loblaw Companies Limited

Loblaw is the largest food and grocery retailer in Canada and is listed on the Toronto Stock Exchange. The company is the leading provider of drug store, general merchandise, and financial products & services. The company is a subsidiary of George Weston Limited, which owns 63% of Loblaw. As of 2013, Loblaw operated more than 1000 corporate and franchisee stores. For the year ending 2012, Loblaw reported an operating revenue of C$ 31.6 billion with an operating income of C$ 1.19 billion. Between 2008 and 2012, the revenues of the company grew by 2.6% at an average of 0.6% per year. Loblaw has two major operations - Retail and Financial services (credit cards and other financial products). This end to end everything under the sun business model helped the company maintain huge customer loyalty. Between 2010 and 2012, the operating revenue from Financial products and services increased by 23.6% to reach C$ 644 million in 2012 and the operating revenue from retail increased by 2.1% to reach C$ 30.96 billion. The gross profit margin, between this period, was relatively stable at about 23.5% thus indicating that the company although was able to increase sales but was not really able to increase its marginal revenue. This could partly be because Loblaw operated in a very highly competitive and a matured market that hardly showed signs of inflation. However during this period, Operating income grew by 13.68% at an annual growth rate of 3.9%. This indicates that the company was better able to streamline its operations between 2008 and 2012. The operating profit margin for the company was 3.8% in 2012 as against 3.4% in 2008 although it is worthwhile to note that the operating profit margin did reach 4.4% in 2010 and 2011 before slipping to 3.8%. Another indication of the market being matured was - the same store sales (in retail, same store sales is used to compare sales of stores that have been in operation at least one year) for Loblaw declined 1.1% in 2009, 0.6% in 2010, and 0.2% in 2012. From an investor point of view, this is important because - although it is evident that the company has been growing year on year however much of the growth has come from the stores that have less than a year of operational experience (new stores) and the growth from existing stores have been saturating. In addition, retail chains are always measured by growth in sales. So combining both the growth in sales over the last five years and the growth in same store sales, it looks like Loblaw has reached the maturity stage in the business life cycle despite the company attempting to grow organically (Loblaw opened 26 new stores between 2010 and 2012). As a result of this, the company sought to grow inorganically as the strategy would not just bring growth to its otherwise declining top line growth but also safeguard the company from mammoths such as Walmart and Target. In addition, realizing the significance of its retail space, the company launched a REIT fund in 2013. With interest rates looming uncertainty, the REITs are actually operating at relatively low P/E ratios (compared to their historical average) particularly in the US (however there is a scare of real estate bubble in the Canadian economy). Once there is some news on the US likely tapering off the monetary easing, the markets will settle down and as a result REIT fund strategy of Loblaw might benefit the company. 

Shoppers Drug Mart Corporation

Shoppers is a licencor of full service retail drug stores and is listed on the Toronto Stock Exchange. The company operates 1242 Shoppers drug mart and Pharmaprix (called in Quebec). In addition, the company also operates 57 medical clinic Pharmacies, 6 luxury beauty destinations, and 62 Shopper home health care stores. Shoppers is the leader and number one provider of pharmacy products and services in Canada. For the year ending 2012, the company reported a total revenue of C$ 10.78 billion with an operating profit of C$ 881 million. Shoppers Pharmacy segment contributed 47.3% to this revenue pie and the Front store (that sells OTC medication, health & beauty aids, Cosmetics & fragrances, Seasonal products, and Everyday household essentials) contributed the remaining. Between 2008 and 2012, the revenue from Pharmacy operations has increased by 13.7% at an annual rate of 3.3% to reach C$ 5.1 billion in 2012. During the same period, the revenue from front store operations has increased by 15% at an annual rate of 3.6% to reach C$ 5.68 billion in 2012. Although the number of prescriptions dispensed in 2012 was more than 100 million, 5.4% increase over 2011, Pharmacy sales increased only 2% in 2012. Part of the reason was generic penetration and government's control over increasing healthcare costs. As we look in to the future, generic penetration is likely to increase more as the government would want to control increasing healthcare cost so although we are likely to see increase in the volume of prescriptions and as a result increase in the volume of sales but the value of sales is less likely to grow at the same pace. Between 2008 and 2012, the operating revenue of the company increased by 14.4% at an annual rate of 3.4%. The gross margin of the company averaged 38.1% and in fact bettered from 37.4% in 2008 to 38.7% in 2012, thus indicating that the marginal revenue of the products sold by the company improved over this period. The operating profit of the company however remained pretty much stable during this period and grew by just 1.6% to reach C$ 881 million in 2012. EBITDA (Earnings before interest, tax, depreciation, and amortization) though increased by 11.4% to reach C$ 1.12 billion in 2012 thus indicating that the expansion plans of the company that were put in to effect during this period drove away some of the potential operating profits in the form of depreciation and amortization. As a result of this, ROA of the company declined from 8.7% in 2008 to 8.1% in 2012. In addition, between 2008 and 2012, the selling expenses of the company increased from 26% of revenue to 27.5% of revenue. However in 2010, the company delivered a ROE of 14.4% and with a retention ratio of 70%, theoretically Shoppers should have grown at 10% in 2011 but the actual growth rate was 2.6%. Similarly, the sustainable growth rate was 9.7% for the year 2012 but the actual growth rate was 3.1%. This is the case even when the total debt of the company remained largely same between 2010 and 2012 (C$ 1.294 billion in 2010 and C$ 1.138 billion in 2012). So it is hard to predict if the company will grow at a theoretical growth rate of 9.2% in 2013 as arrived after using the ROE and retention ratio of 2012. Growing concerns on healthcare costs is putting increasing pressure on hospitals and pharmaceutical companies to reduce the total cost of care and this might affect Shoppers going forward. On the positive side, as the primary care is experiencing shortage of physicians, pharmacists have become the second line of care and the state of Ontario and other provinces are looking at possibilities of licencing pharmacists to provide basic primary care to the patients. So the Medication Therapy Management (MTM) that includes clinical services by pharmacists provided to the patients could generate some revenue for the company. Looking at the past growth, future challenges, and the growth prospects for the industry, Shoppers should grow at a minimum rate of 2.5 to 3% per year for the next five years and there after, it will be safe to assume that the company will grow at a rate of 2% year on year perennially for the Canadian economy should be growing at a real rate of 2%. 

Valuation of Shoppers

With a systematic risk (Beta) of 0.39 (as reported by FT and Reuters), the weighted average cost of capital for Shoppers is 5%. For the year 2013, Shoppers management is investing C$ 275 million in capital expenditure. It is assumed that for the next five years, the management will further continue to make investments equivalent to C$ 250 million year on year. After the fifth year, the investments have been reduced to C$ 200 million per year perennially. In addition, it is also assumed that the changes in working capital are likely to grow at the same rate as the overall growth rate. This is theoretically a correct assumption for the changes in working capital (if not improved upon) should grow at the same pace as the changes in sales. Finally it is assumed that the company will not go for any additional debt for there is evidence for the same - between 2010 and 2012, long term debt of Shoppers decreased from C$ 943.4 million to C$ 247 million although the total debt remained pretty much the same. So based on this assumption, the interest expense has been assumed to remain constant year on year. 

Based on the above assumptions and future growth rate of the company (2.5% for the next five years till 2017 and 2% there after), the present value of Shoppers operating assets is C$ 15.135 billion. Adjusting for the total debt and cash components, the value of Shoppers equity is C$ 13.89 billion. 

Loblaw offer to Shoppers

Loblaw has announced on the 15th of July 2013, that it would be acquiring Shoppers for C$ 12.4 billion. The deal is structured in such a way that Loblaw would pay C$ 61.54 per Shoppers share using cash and its own stock. Each Shoppers shareholder will receive a cash of C$ 33.18 per share and 0.5965 of Loblaw share for each Shoppers share. The transactions in cash amount to C$ 6.7 billion and the stock transfers amount to C$ 5.7 billion. In addition, Shoppers shareholders can avail capital gains tax deferral out of this transaction which means they will not need to pay any tax in receipt of the cash and Loblaw shares as against the Shoppers shares they are holding currently. 

What this means to the Shoppers shareholder - 

• Between 17th July 2003, when the company actually got listed on the stock exchange, and 12th July 2013, the day before the announcement of the deal, the Shoppers stock gained 9.64%. During the same period, the S&P/ TSX Composite index delivered a return of 7.48%. So the Shoppers stock did reasonably better than the market.
• On 12th of July 2013, the Shoppers stock was trading at C$ 48.4 and on 15th July 2013, the announcement meant that Shoppers stock holders will be richer by 27%. In addition, they will become shareholders of Loblaw once the deal materializes
• It was interesting to note that the price paid by Loblaw is at least C$ 1.5 billion lower than the proposed valuation of Shoppers Drug Mart Corporation. This indicates that Shoppers shareholders should have received C$ 69.4 for each share as against the proposed C$ 61.54. However if we analyze the returns delivered by the Shoppers stock in the last five years (period before the announcement of the deal), the stock just delivered 1.77%. So it could be that the shareholders are happy that finally they are seeing some value in holding the stock.

What this means to the Loblaw shareholder - 

• After the announcement of the deal, George Weston Limited, which once held 63% of Loblaw Companies Limited, will now hold only 46%. This means the parent company losses its majority shareholder status. Shoppers shareholders through the stock transfer will hold 29% of Loblaw shares. The institutional and retail investors of Loblaw, who once held 37% of the total outstanding shares will now hold only 25% of the total outstanding shares. So because of this deal, the Loblaw institutional and retail shareholders have got their stake in the company diluted by 48%.

From the financial point of view, Loblaw benefited from the deal where in it got Shoppers relatively cheaper than the proposed valuation and from the shareholder point of view, Shoppers shareholders benefited for they got results for holding on to a stock that was under performing for quite sometime now. However an interesting point to be noted is that - the parent company, George Weston Limited, was happy to give away its majority shareholder status thus indicating something around the interest of the parent company in this business.

Proposed Synergies and applicable logic

It is often said that "You buy growth in M&A". In this case, however we are seeing two mature companies coming together to form a big company. Both Loblaw and Shoppers span coast to coast and have significant presence in each of the provinces in Canada. On one hand, this new company will deter competition for sometime till Walmart and Target gear up. However it also showcases the nervousness of Loblaw to do something particularly after we know that Sobeys Inc acquired 200 Safeway stores earlier this year. On a broader scenario, we have to understand that Loblaw is fighting against the financial muscles of retail world - Walmart and Target. If they see an opportunity in the market, they have all the financial and operational resources to tap in to the opportunity and it will all be game over for Loblaw. 

Through this deal, Loblaw proposes that it will gain synergies equivalent to C$ 300 million over the next three years. 40% of this synergy is likely to yield from operational expenses - SG&A, Supply Chain, IT, and Shared infrastructure. 45% of the synergy is likely to yield from COGS (procurement) and the remaining 15% from loyalty and Financial services. On the Hindsight, it must be noted that Loblaw is a food retailer and Shoppers is a drug store. So I am puzzled as to what synergistic benefits the combined company could earn through procurement, which is likely to deliver 45% of this proposed synergy. Also when you have two different companies, which have varied business operations, I am not sure how marketing activities can be combined. Finally distribution channels and warehousing can barely be shared when Loblaw sells food and grocery and Shoppers sells high end merchandise and Pharmaceutical products. However since both the companies are relatively strong in their private label brands, this M&A could mean that there could be some synergies out of cross selling and reaching out to a wider population. Besides Shoppers is very strong in convenience store format in urban areas and with this acquisition, Loblaw can tap in to these stores though the scope of synergy is limited. In addition, Shoppers loyalty program is regarded one of the best in the country. So Loblaw could benefit by expanding the program to its stores as well. So overall, I am a bit skeptical about this C$ 300 million synergy that has been proposed by Loblaw management  although there are a few foreseeable benefits though this deal clearly showcases some eagerness from the company to make some news. However it is not a bad news considering that Shoppers has some reasonably better growth prospects than that of Loblaw. 

Yuan likely to be the gold standard currency!

China is ramping up gold like as if everybody in China will only consume gold from tomorrow! Its crazy but this did not strike me for a long time until we had a one hour discussion in the class today (I have to give credit to my Professor who had influenced me to write this post) that finally led to a conclusion that there is a likely possibility that China could gold standard its currency and already there are talks in the government circles. What this means is that the so called "Gold standard" currency - US dollar - will be replaced by Yuan as the global reference currency and much of the trade will happen in Yuan. Already China has surpassed USA in terms of the volume and value of trade and it has started discussions with the Middle East, Russia, and Australia about using Yuan as the medium of currency for trade. In addition, Gold is being sold in Yuan (no longer in dollar per Oz) and it is not very far that Petrol will also be sold in Yuan for by 2017, China is likely to be the world's largest consumer of Oil. If Yuan is backed up by gold, then it will be easy for China to just dump the trillions dollars of T-bills (i guess about $ 1.32 trillion). TRILLION DOLLARS OF T-BILLS!!!! Just imagine what would happen to US currency. China knows that US will not pay back that debt and neither they can for it will raise a huge cry in the US political circles. Till date, they could not dump dollar for Yuan is pegged to dollar and if it gets an alternate currency (a more stable one such as Gold - If you track gold: the spot rate of gold has remained stable for a long long time, its only because of rollovers, we have seen negative yields in gold), it is high time they would want to dump the T-bill paper. If dumped, there will be mad rush in the bond market creating prices to drop and yields to go up and as a result "Margin Calls" from other countries including Europe and Canada. Then as Prof Barrows mentioned, US will have to sell Manhattan or the entire Wall street to get its currency back on to track!

On the other hand, people around the world (including Bernanke and other central bank heads) thought that the gold prices were declining (dropped from $1800 end of September 2012 to about $1315 as on date) because of improved performance in the US and Europe. The answer to this is a partial YES but a big exclamation because who is buying all that gold that is being sold in want of US dollar (for dollar started appreciating in the recent past) - CHINA. India is a big player in the Gold market (second big player) but the form of gold that India buys is majorly in Jewelry not gold bars as is done in China. Furthermore now with the duty levied on gold imports, the imports have relatively cooled.

Lets start with Europe - Europe has a long way to go before it can even showcase the world that it is improving. Yes, the European economy as a whole improved by about 0.7% however it was mainly due to Germany, and France. German elections (due next Monday) are considered to be a critical point for a turnaround in the European growth story however it is very clear that Angela Merkel will come to power as the Chancellor of Germany but it needs to see if it will be a grand coalition with the Socialist opposition, which is highly likely to be. In which case, she will have relatively less vigor to showcase her sympathy for the failing states. There is a new party that is contesting this year that is fighting for Germany to be out of Euro! Already the sentiments in Germany is showing up in the form of aversion towards the Greeks, who are seeking another bailout package. So I am not sure if the German elections are going to make a big impact however it will in the announcements to be made by European Central Bank. The banks in the European economy are yet to build up their balance sheet to meet the Basel III regulatory requirements (minimum capital requirements) and as a result, credit market is weak (banks don't want to lend anymore and shrink their equity capital base) and thus resulting in low growth in consumer spending. The big banks are planning to raise capital from the equity market however the consumer confidence in these big banks is so low that it will be hard to expect any surprises further supported by relatively poor ROE reported by these banks. In addition, the bond market in Europe has done so well in this year (more than 14% increase in this year relative to 2011 - Thanks to the relatively low lending by the commercial banks. Europe is a market where bank financing was a major part of the borrowings for a long time) that I am not sure if the investors have the appetite. There was a chance a few months ago when the equity market were trading at relatively low P/E compared to historical average (even now it is the case) but now I am not sure. Finally the unemployment rate of about 12% is a huge issue in the region. Although the unemployment rate is showing signs of improvement but most of the jobs that are being created are for the new job seekers. Employment rate for people who have been out of jobs for more than a year has hardly shown any positivism (this is a concern even in the US). So the European growth story can barely be a factor.

US on the other hand for quite some time has been contending that it is going to taper off the monetary easing that it has been carrying out for the last five years. This speculation has caused havoc in the emerging markets except China (Yuan was the only currency that was performing well even when the US dollar depreciated). Yes, China experienced relatively low growth rate but I am again taken back to Prof Barrows class where he mentioned that as the base increases, it is relatively hard to grow at double digits. China's GDP as of 2012 is about $8.6 trillion and still expecting to grow at 7.5% per year. Actually speaking, US is the only country that has recovered very quickly from the Lehman crisis (i wrote about this in my previous blog so I am not going to reiterate) however there are certain factors that are still pinching the economy. One that, US probably no longer holds the same say in the G-20 as it used to once. The recently held G-20 (in Russia) is a classic example of this where only 50% of the nations voted for President Obama when he proposed a air strike on Syria and even out of those 10 countries that voted, only France agreed to ally with the US. Even within the home, people are not really happy with the governance for unemployment rate is still a concern. Although the government statistics show that the unemployment rate has been declining, much of the new jobs are either part time or contract jobs and even those full time jobs that are being created, they are being taken up by fresh graduates or new job seekers. Furthermore there is quite a percentage of people who have been dropping from job seeking list relative. So the 7.3% unemployment rate may not be a representative of normal rate of unemployment in the economy. The business environment seemed to be somewhat going with President's voice and now even that is going to be deterred with the "Affordable Care Act" or popularly called the "Obama Care". "Obama Care" requires all citizens of US to be insured either by a private insurance or by government insurance schemes (It is a complicated process so I am not going to dwell in to the process in this post). In addition, it also mandates employers with more than 50 employees to offer insurance to its employees or pay a fine. However it includes another clause that the employees should be full time working with the employer. This means employers particularly the retail chains and the fast food chains are going to cut down the number of hours their employees need to work and employ them as part time. In the case where there is no choice but for the employer to pay for the insurance, it will reflect in reduced salaries for the employees. So I am a bit critical if these new regulations are going to benefit the people and if it is going to improve the unemployment rate any further. In fact it might result in slow growth in employment and reduced wages and salaries. In addition, Obama Care is going to cost the government tonnes of dollars. Finally productivity is yet to return to pre-crisis levels adding to further concern. So although there might have been hints of US recovery playing a role however not as major as China buying all the Gold.

So coming back to the point, the emerging economies have become equally vulnerable to the recent recession. The world has seen two recessions following two bubbles in the last 15 years and developed markets have played a big role in both of them and as a result the developed markets were badly hit although the emerging markets survived partially. So for a while it also made the emerging markets such as India and China feel that they were "de-coupled" however they did not realize that they have actually become even more serious part of the global trade than they were before. This to some extent makes up the story that the reliance on US dollar being the global currency is slowly declining not just within the allies of US but also across the globe with over reliance on trade with emerging markets and China is trying to cash on it.