Sainsbury: Takeover in sight?
A Sainsbury’s director said to me a year ago, “you watch, when it’s clear that we have turned the business around, private equity will come in with a bid”. And so it’s proved – well almost, in that what we have this morning is that most modern of City announcements, viz “an announcement of a hypothetical possibility of a takeover offer subject to enough conditions and caveats as to make the statement less valuable than the electronics used to beam it to the market.”
Sainsbury is a business well into its recovery phase. And lo, this morning there’s a statement from a consortium of three private equity houses saying they are “at the preliminary stages of assessing Sainsbury”. Which slightly gives the lie to the widely held view that private equity investors take more risk than public company investors. The truth is subtler: Private equity is more comfortable with certain kinds of risk than public-company investors. What private equity is prepared to take is increased financial risk: It is prepared to massively increase the indebtedness of a business in order to up the returns.
But private equity does not much like to combine this financial risk with operational risk – and it’s therefore a comfort to it that Sainsbury under Justin King has demonstrated that Sainsbury can grow again, even if that means any takeover would be at a higher price.
However the timing of this not-quite bid approach is also linked to Lord Sainsbury’s resignation from Government last autumn. He signalled at the time that he wanted to devote his time and wealth to charitable undertakings, which implied that his substantial shareholding in the company would be available for purchase. And as if to confirm that, yesterday it was disclosed that 40 million of his shares had been sold, leaving him with a holding of just under 14%.
The troika of potential, putative, possible bidders is led by CVC Capital Partners, the UK’s number two private equity house. And it also contains Kohlberg Kravis Roberts – the world’s biggest private equity business – and Blackstone, which also ain’t no minnow. The three of them certainly have the firepower for such an undertaking. And they’re being advised by Lazard Bros and Goldman, two leading investment banks.
However, it’s relatively early days. The consortium was formed earlier this week. They appointed a public relations adviser only yesterday. And they have had no formal contact or meetings with Sainsbury’s management or board.
So will this become a proper bid? Well, the consortium didn’t have to make its announcement today. What happened was that the Times published a about a possible private equity bid for Sainsbury this morning. Sainsbury’s share price raced ahead. And the Takeover Panel told the consortium it had two choices: either disclose that a bid was possible; or close down the option of bidding. The troika decided to make a statement and press on.
That is the evidence that they are serious. On the other side, Sainsbury’s share price has raced ahead today by more than 15% to well over 500p (513.75p at the time of writing). And so the Private Equity Three will be concerned that the business has become just a bit too pricey.
My prediction is that they will come up with an indicative price for a takeover offer that’s high enough for Sainsbury’s board to at least have preliminary negotiations on a deal. Apart from anything else, they may be the only possible bidders, so this may be a once-and-forever opportunity. The reason is that the competition authorities wouldn’t allow another supermarket group to own Sainsbury. And it’ll be hard – though not quite impossible – for a rival private equity consortium to be formed to make a rival offer.
If there is value in Sainsbury, where would it be? Well this story is largely about Sainsbury’s property, the value of its stores as physical assets rather than as trading shops. The broking firm, Numis, recently estimated that its freeholds are worth about £7.5bn, which compares with the current market value of the business as a whole of £8.8bn.
A year ago, Sainsbury realised some of the value in its properties by borrowing just over £2bn against the security of 127 stores. A private equity owner would do a great deal more of that kind of thing, to extract cash from those assets.
So for Sainsbury’s existing shareholders, this is what a decision on whether to sell out will come down to: do they want to lock in the current higher Sainsbury share price (or a bit more) by selling out to private equity; or would they stick with Sainsbury’s management and encourage them to take more financial risk, extract increased returns from the property, and pass that back to shareholders in the form of special dividends or share buybacks?
It’s quite a big moment in the history of the relationship between private equity and the owners of publicly listed companies like Sainsbury. It’s significant that CVC is in the lead for the troika. It was part of the duo (with Texas Pacific) which is widely perceived to have bought Debenhams too cheaply from the stock market and sold it back to the market too expensively. Shareholders won’t want to make the same mistake again with Sainsbury.
UPDATE 15:32 GMT: Would the private equity troika want to keep Justin King in place to run Sainsbury if they succeeded in acquiring the business? On the basis of my soundings, I think they would. Which, of course, puts him in a tricky position - if he were to run Sainsbury after a buyout he would have the opportunity to become wealthy well beyond what he can accumulate running a listed business. If he is on course to earn a few millions in his current role, private equity could offer him many times that.
On that basis, he plainly couldn’t be involved at all in adjudicating whether the private equity troika were offering shareholders enough to buy the company. He would have to stand well to one side as the Sainsbury non-executives decided whether any bid terms were generous enough.
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Maybe Justin King has been good for Sainsbury`s share price but IMHO he has gone about it all the wrong way and has quite simply made the company an ideal takeover target - just as he did to the American part of the company Shaw`s and Starmarket.
As a former employee of both Sainsbury`s and Shaw`s I have found Mr. Kings way of doing things rather strange. He almost seems to laugh off the sale of Shaw`s to Albertsons (and subsequently broken up once again) as a business not consistant with Sainsbury`s supermarkets. However anyone who has ever been in a Shaw`s pre-sale would have noticed that it is a rather carbon copy of Sainsburys Supermarkets but focused on the US East coast market.
This coupled with the fact that prior to the sale, the company was actually making the group money - rather decent profits too - seems to show that the long term plan for the group was to sell it off in the first place.
The UK does not need another TESCO or ASDA/WALMART - we do need a supermarket group that meets the needs of consumer, treats staff well and produces strong results.
I worked for Sainsbury`s group becuase I enjoyed it - those I have talked to in stores nowadays find the conditions have changed dramatically and the staff are worried for their jobs and store - and the change all began with Justin King at the helm.
What is going to happen to our last major supermarket in British hands?
And what exactly was wrong with having a well performing business in the USA - one of only a handful of UK companies to have made it!
S Milne touches on a resonant question whenever private equity buys a company: what will be the impact on employees? The presence of CVC as leader of the consortium may attract the interest of trade unions, since it is co-owner of the AA, where there has been an emotive campaign by the GMB over job cuts. Robert Peston
A well -written and insightful business analysis. On the ˿! Who would have thought it?
One small correction - the name Lazard Brothers is surely archaic - these days, it's just "Lazard".
As a current employee of JS, I find this news depressing. The Venture Capitalists, such as KKR, have a history of asset stripping where they lease back property and take the money out of the business. JS is on the way back, but it's the usual short term nature of the City of London, which may undermine yet another British Company
Also as a current employee I feel exactly the same as A Hayes.
However, What a well written and informative article so thank you Robert Preston.
Two questions arise from your comments. First in respect of JS why don't the current board untake the sale and lease back and take the financial advantage. Second, does this mean Tesco could fall in the same manner given it has always had a 'low' share price.
As a retired employee, not in management, literally on the shop floor so to speak. I had a love hate relationship with Sainsbury`s. My early efforts in organising shop workers into USDAW, was not received too well by old guard,and boy did I suffer from it. This takeover talk is the end really, because employees especially in the stores will feel dedication to Sainsbury`s is not worth it. The City has no interest in the retail business other than stripping the property assets and pocket it, the employees need to enrol in USDAW pronto. Sainsburys lost the plot when Tesco`s took over Lows in Scotland in the 80s and JS was living in the comfort zone, we are Sainsburys, and aloof to all that Tesco`s were doing, they will never overtake Sainsbury`s. Too late now!!
Justin King should prepare a number of plans for the non-execs and shareholders to consider. To sell out to the private equity firms without giving the shareholders the option to follow a similarly aggressive plan whilst in a public format is the selfish way out. Unfortunately most of the decision making will be driven by personal greed. It is ironic that the PE firms have raised their funds from major institutions who are following a mixed portfolio approach that sees them accepting one level of risk in the public arena and a completely different level of risk in the private arena. It is equally ironic that they are prepared to challenge the compensation of public company directors yet will invest in PE funds that incentivise top management in an obscene way whilst cutting the jobs of ordinary hard working people.
Julian Ellis hits the nail on the head in terms of the great debate about private equity right now. Why can't or don't companies when listed on the stock market simply do to themselves what private equity would do after it has bought said companies? This is a big subject of material relevance to anyone who has a pension, because most British pension funds have substantial exposure to equities and rather lesser exposure to private equity - although its worth noting that among the biggest investors in private equity are US teachers via their pension funds. This is a subject to which I will return in a a more substantial blog soon. However on Mr Ellis's other point, Tesco isn't in my view remotely vulnerable because it is one of the few remaining UK companies whose management is regarded as unimpeachable. Over the past year or two, there has been an issue about whether it was sitting on too much freehold property in the UK, but it has taken steps to realise some of the value in that for shareholders (which is one of the best ways to keep private equity at bay).
JS is coming back and as manager in a store you can feel the difference in how they are performing, much improved availability, colleagues to serve the customer and fill the shelves, increasing sales...+10% where I am based. Notice to the board..."DONT DO IT" the people on the shopfloor can see the difference, lets not spoil it!!!
One day they will be no more british companies!!!!!!!!!!!
so no more investment in the country,(see BP which invest now in the US) no more job, and no more heritage for the future génération
As we said in french: On ne donne pas à boire à un âne qui n'a pas soif (thanks to the conservative and the labour which will be responsable of a desastrous policy) Economy is not a science but a tool!!!! we have to be careful!!!!
Isn't Waitrose in British hands ....ie the hands of its employees and isn't it rather successful ?