Back in October, we tried to "tie the Valeant
roll-up together: Presenting The Goldman "Missing Link" in which we
showed that Howard Schiller, Valeant's CFO from December 2011 to June
2015, previously
.
In
the process, Valeant enriched its shareholders (on what now appears to
have been outright fraud), as its market value soared from $14 billion
to $70 billion during Schiller’s tenure as CFO,
And, as Bloomberg wrote then, "Goldman Sachs and other banks brought in investors,
In short (and not so short - see below) it was an epic conflict of
interest, one which enriched Goldman with hundreds of milliions in
advisory fees.
As such we find it hardly surprising that as part of its stunning
announcement earlier today, in which Valeant announced that CEO Pearson
is out and Bill Ackman is joining the Board (in the process accepting
liability if further fraud is discovered), the company - in looking for
easy scapegoats - also threw its former CFO under the bus.
Valeant today announced that William A. Ackman, CEO of Pershing
Square Capital Management, L.P., will join its board of directors,
effective immediately. Mr. Ackman, whose firm has a 9.0% stake in
Valeant, will join Pershing Square's Vice Chairman, Stephen Fraidin, on
the board. As the maximum size of Valeant's board currently is fixed at
14 directors, Katharine B. Stevenson voluntarily resigned from the
Board to create a vacancy to permit Mr. Ackman's appointment. The Board
requested that former chief financial officer Howard Schiller tender his
resignation as a director, but Mr. Schiller has not done so.
And so the amicable relationship between Valeant and Goldman is over,
which probably means that Valeant will not hire Goldman's restructuring
team to advise it on its imminent Chapter 11 bankruptcy case.
While the Valeant soap opera has had constant, heart-pounding drama
for weeks and following yesterday's report that it allegedly
fabricated prescriptions,
even an element of career-ending (and prison-time launching)
criminality, so far one thing had been missing: an antagonist tied to
Goldman Sachs.
Thanks to a profile by Bloomberg, we are delighted to reveal the
"missing link", one which ties everything together. Its name is
Howard Schiller.
Schiller was, between December 2011 and June 2015, the CFO of Valeant, and is
currently on its board of directors.
More importantly, prior to joining Valeant, he worked for 24
years at Goldman Sachs as chief operating officer for the Investment
Banking Division of Goldman Sachs, responsible for the management and
strategy of the business.
How and why did Schiller end up at Valeant? Jeff Ubben, of the hedge
fund ValueAct Capital, helped bring in J. Michael Pearson from McKinsey
to run Valeant. Pearson then helped lure Schiller from Goldman Sachs.
And, as
Bloomberg notes, "Goldman Sachs and other banks brought in investors, making many millions in fees in the process."
All thanks to the "roll-up" strategy that blossomed and ballooned under Schiller.
Because much more important than using Valeant as a Wall Street fee
piggybank, which in turn resulted in a circular loop whereby virtually
every analyst covering the company had a "buy" recommendation as we
showed two weeks ago...
.... which then pushed its price ever higher, making it even easier
to acquire smaller (or larger) companies using the stock as currency,
and creating the impression of virtually perpetual growth (simply due to
the lack of any purely organic growth comps), and
even more important than
the company's current fiasco involving Philidor (which may or may not
involve a criminal investigation before too long), was that Valeant was
nothing more than a massively indebted
serial acquirer,
or a "roll-up", taking advantage of the recent euphoria for specialty
pharma exposure, and with Ackman on board, a sterling activist investor
to provide his stamp of approval (recall the surge of Weight Watchers
stock just because Oprah Winfrey came on board).
That aggressive roll up strategy was the brainchild of Schiller (and
Pearson) which in turn was developed with Wall Street's help in one
massive monetary synergy, whereby everyone profited,
as long as the stock kept going up.
With the price crashing, the entire business model of the Valeant "roll-up" has now come undone.
So now that the time to count bodies has begun, let's meet the
architect who was the brain behind Valeant aggressive expansion spree.
Schiller ran Goldman Sachs’ health-care practice until 2009, when he
became the chief operating officer of Goldman’s investment bank. The
next year, the bank advised Valeant on its breakout purchase of Biovail
Corp.
After Schiller arrived at Valeant, in late 2011, the drug company orchestrated some of its most controversial deals. In
the process, Valeant enriched its shareholders. Its market value
soared from $14 billion to $70 billion during Schiller’s tenure as CFO,
as one Wall Street analyst after another placed “buy” on its stock.
It also enriched Wall Street:
Under Pearson and Schiller, Valeant became a lucrative client for Wall Street. Goldman Sachs, for instance, was entitled to more than $15 million in fees for the Biovail deal.
The firm also earned about $55 million for helping the drug maker
raise $9.3 billion in debt and equity financing for the 2013
acquisition of Bausch & Lomb Inc., including its role as sole
underwriter of a $2 billion stock sale, regulatory filings show.
... Goldman at this point, of course, was Schiller's former employer. Surely there was no conflict of interest there.
Goldman Sachs Lending Partners served as the lead lender among a
group of banks that provided a credit line and term loans to Valeant.
Later, the same banking group agreed to raise as much as $8 billion in
financing for Valeant’s proposed acquisition of Allergan Inc. Goldman
Sachs didn’t participate in that group offering financing and stepped
down as the banking group’s administrative agent because it was involved
in defending Allergan against the deal.
We don't understand: why would that stop the bank that was just fined a whopping $50 million for wilfully and criminally
stealing inside information (which helped it make who knows how many billions in profits) from the New York Fed?
And then, just as abruptly as when Hank Paulson quit Goldman to join the Treasury just so
he could cash out of his GS stock tax free,
Schiller announced his resignation one short month after Valeant's
failed attempt to acquire Allergan (in collusion with Bill Ackman who
made hundreds of millions buying calls on Allergan having material
non-public information that a hybrid strategic/financial bid was coming)
fell appart after it was outbid by Actavis Plc.
As Bloomberg observes, "it was an opportune exit." Under the terms of
his departure, he stands to continue vesting in a stock and options
package that made up the bulk of his $46 million in pay through 2014,
according to company filings.
It gets better: before stepping down, he sold $24 million of Valeant stock to pay taxes,
including a portion when the shares were trading above $200, company filings show.
Call him lucky, just don't call him a criminal.
But while he is no longer CFO, he most certainly has present this
past Monday on a conference call in which Valeant defended its
relationship with Philidor: "Valeant turned to him, rather than to a
company officer, to walk investors through a big part of Valeant’s
presentation about its ties to Philidor."
Schiller told listeners that Valeant had launched a pilot
prescription-fulfillment program through Philidor, and based on its
success decided to strengthen its relationship with the specialty
pharmacy. Then, last December, Valeant "acquired the option to acquire
Philidor," he said.
Just four days later, after news broke that Philidor was fabricating
prescriptions, that view changed at 5 am this morning when the company
announced that "we have lost confidence in Philidor’s ability to
continue to operate in a manner that is acceptable to Valeant and the
patients and doctors we serve."
Call it unlucky, just don't call it criminal.
During the Monday call, Umer Raffat, an analyst at Evercore ISI,
raised a question on many people’s minds: Why did Schiller leave when he
did? “I feel like no one’s satisfied, and I keep getting that question
from many investors in many meetings. So, would appreciate all your
input there,” Raffat said.
Schiller reiterated that after two careers over 30 years, he wanted to "do some things on my own.”
He continued: “The timing was right. And again, just to be absolutely
crystal clear, if I had –- and which I’m guessing, it could be an
undertone of the question, if I had any concerns whatsoever about
Valeant or Mike I would not have stayed on the board. It’s as simple as
that."
Pearson quickly followed up. He said Schiller had called him shortly
after the stock-commentary site Citron Research, run by short-seller
Andrew Left, sent Valeant’s stock into a tailspin with a report
questioning the company’s accounting and its relationship with Philidor,
the pharmacy. Pearson has since called for authorities to investigate
Citron.
Good, and when those authorities find nothing wrong with Citron,
which merely blew the whistle on a rollup that many others had suspected
for years, they can focus all their attention on Valeant.
For their benefit, here is a
quick primer from HBS on
the rapid rise and even more rapid collapse of some of the best known
(and most infamous), as well as unknown roll-ups yet, and what exactly
bursts their bubble:
The notion behind roll-ups is to take dozens, hundreds, or even
thousands of small businesses and combine them into a large one with
increased purchasing power, greater brand recognition, lower capital
costs, and more effective advertising. But research shows that more than two-thirds of roll-ups have failed to create any value for investors.
We were interested to find that many roll-ups were afflicted by fraud—among them, MCI WorldCom, Philip Services, Westar Energy, and Tyco—but
we won’t focus on those in this article because for the most part the
lesson is simply, “Don’t do it.” Instead, let’s look at the fortunes of
Loewen Group. Based in Canada, it grew quickly by buying up funeral
homes in the U.S. and Canada in the 1970s and 1980s. By 1989, Loewen
owned 131 funeral homes; it acquired 135 more the next year. Earnings
mounted, and analysts were enthusiastic about the company’s prospects
given the coming “golden era of death”—the demise of baby boomers.
Yet there wasn’t much to be gained from achieving scale. Loewen could
realize some efficiencies in areas like embalming, hearses, and
receptionists, but only within fairly small geographic proximities. The
heavy regulation of the funeral industry also limited economies of
scale: Knowing how to comply with the rules in Biloxi doesn’t help much
in Butte. A national brand has little value, because bereaved customers
make choices based on referrals or previous experience, and being
perceived as a local neighborhood business is actually an advantage. In
fact, Loewen often hid its ownership. And it damaged whatever
reputation it did have with its methods of shaming the bereaved into
buying more expensive products and services (such as naming its low-end
casket the “Welfare Casket”).
Nor did increased size improve the company’s cost of capital. Funeral
homes are steady, low-risk businesses, so they already borrow at low
rates. The cost of acquiring and integrating the homes far outweighed
the slight scale gains. What’s more, the increase in the death rate that
Loewen had banked on when buying up companies never happened.
Fast-forward several years and the company filed for bankruptcy, after
rejecting an attractive bid. (Relaunched under the name Alderwoods,
Loewen was sold to the same suitor for about a quarter of the previous
offer.)
Often roll-ups cannot sustain their fast rate of acquisition.
In the beginning, all that matters is growth—buying a company or two
or four a month, with all the cultural and operational issues that
accompany a takeover. Investors know that profitability is hard
to decipher at this point, so they focus on revenue, and executives
know that they don’t have to worry about consistent profitability until
the roll-up reaches a relatively steady state. Operating costs
frequently balloon as a result. Worse, knowing that the company is in
buying mode, sellers demand steeper prices. Loewen overpaid for many of
its properties. In another case, as Gillett Holdings and others tried
to roll up the market for local television stations in the 1980s, the
stations began demanding prices equal to 15 times their cash flow.
Gillett, which bought 12 stations in 12 months and then acquired a
company that owned six more, filed for bankruptcy protection in 1991.
Finally, roll-up strategies often fail to account for tough times,
which are inevitable. A roll-up is a financial high-wire act. If
companies are purchased with stock, the share price must stay up to
keep the acquisitions going. If they’re purchased with cash, debt piles
up. All it took to finish off Loewen was a small decline in
the death rate. For Gillett, it was an unexpected TV ad slump. When you
go into a roll-up, you need to know exactly how big a hit you can
withstand. If you’re financing with debt, what will happen if you have a
10%—or 20% or 50%—decline in cash flow for two years? If you’re buying with stock, what if the stock price drops by 50%?
This is precisely what just happened to junk-rated Valeant (which has
leverage of just over 6 times) which - even if found innocent of any
Philidor wrongdoing - is essentially finished: the rollup bubble has
burst and now it has to show it can be profitable and generate cash.
Judging by its stock price today, few are hanging around to see if it can.