- After its big buyout last year in the US, the attempt to relist Smithfield Foods' assets in Hong Kong has collapsed in an embarrassing mess.
- The Morgan Stanley-led deal carried too much debt and too high a valuation for IPO investors.
- Only Smithfield's shareholders have come out ahead on this deal, selling shares to a China-led PE consortium for a 31% premium over the pre-bid price.
There will be an awful lot of embarrassed financial professionals sulking around Hong Kong and Wall Street today. The reason: a crazy IPO deal financially-engineered by a group of big name investment banks, led by Morgan Stanley (NYSE:MS), together with several large China and Asian-based PE firms including China's CDH and Singapore's Temasek Holdings failed to find investors. Their pig's ear didn't, as they promised it would, turn into the silk purse after all. The planned IPO of WH Group has been aborted.
WH Group was created by the banks and PE firms to hold the assets of American pork producer Smithfield Foods bought last year in a leveraged buyout. The other asset inside of WH Group is a majority shareholding in China's largest pork company Henan Shuanghui Investment & Development.
I was one of the few who actually called into question almost a year ago the logic as well as the economics of the deal. You can read my original SA article here.
There weren't a lot of other doubters at the time. The mainstream financial press, by and large, went along with things, accepting at face value the story provided to them by Morgan Stanley, CDH and others. Over the last few months, as the now-failed IPO got into gear in preparation with closing the deal around now, the press kept up its steady reporting, not raising too many tough questions about what were obviously some glaring weak points - the high debt, the high valuation, the crazy corporate structure that made the deal appear to be what it wasn't, a Chinese takeover of a big US pork company.
I have no special interest in this deal, since me and my firm never acted for any of the parties involved, nor do I own any shares in any of the companies involved. I just couldn't get over, in reading the SEC documents filed at the time of the takeover, the brazenness of it, the chutzpah, that these big institutions seemed to be betting they could repackage a pound of sausage bought in New York for $1 as pork fillet and sell it for $5 to Hong Kong investors and institutions.
In other words, saying at the time it looked like the whole thing rested on a very shaky foundation was a reasonable conclusion for anyone who took the time to read the SEC filings at the time. Instead, mainly what we heard about, over and over, was that this was (wrongly) China's "biggest takeover of a US company," a "merger between America's largest pork producer and its counterpart in the world's largest pork market."
Morgan Stanley, CDH, Temasek and the others got a little too cocky. The original Smithfield "take private" deal last year went through smoothly. They moved quicker than originally planned to get the company re-listed in Hong Kong. Had they pulled it off, it would have meant huge fees for the investment bankers, and depending on the share price, a juicy return for the PE firms, most of whom had been stuck holding the shares in Henan Shuanghui Investment & Development for over seven years. First came word last week they wanted to cut back by 60% the size of the IPO due to the hostile reception from investors during the road show phase. Then the IPO was suddenly called off late on Tuesday, Hong Kong time.
One of the questions that never got properly answered is why these PE firms didn't sell their Shuanghui shares on the Chinese stock market, but held them since IPO, without exiting. That's unusual, especially since Shuanghui's shares have traded well above the level CDH and others bought in at. I wasn't in China at the time, but that original investment did not cover itself in praise and glory. Almost immediately after the PE firms went in, providing the capital to allow the state-owned Shuanghui to privatized itself in 2006, the rumors began to circulate that the deal was deeply corrupt, and for reasons never explained, was structured in a way where the PE firms did not have a way to exit through normal stock market channels.
The Smithfield acquisition never made much of any industrial sense. The PE firms that would own the majority (CDH, Temasek, New Horizon) have no experience or knowledge how to run a pork business in the US. In fact, they don't know how to run any business in the US. The Shuanghui China management, which is meant now to be serving two separate masters, simultaneously running the Chinese company and its troubled American cousin, similarly don't know a hock from a snout when it comes to raising and selling pork in the US. This is, was and will remain the main business of Smithfield. Not exporting pork to China. How, when and why these US assets can be listed in Asia must certainly now count as a mystery to all of the big-name financial institutions involved, including Bank of China (OTCPK:BACHY), which lent billions to finance the takeover last year, as did Morgan Stanley itself.
So, now we have this sorry spectacle of the PE firms, together with partners, having seemingly thrown more money away in a failed bid to rescue the original Shuanghui investment from its unexplained illiquidity. The WH Group IPO failure is also a stunning rebuke for the other PE-backed P2P take private deals now waiting to relist in Hong Kong. (Read here, here, here.) Smithfield, while no great shakes, is the jewel among the rather sorry group of mainly-Chinese companies taken private from the US stock exchange with the plan to sell them later to Hong Kong-based investors via an IPO.
Now feeling as delighted as pigs in muck are the mainly-US shareholders who last year sold their Smithfield shares at a 31% premium above the pre-bid price to the Chinese-led PE group. It doesn't offset by much the US trade deficit with China, which reached a new record last year of $318 billion. But these US investors also get the satisfaction of knowing they have so far received the far better end of a deal against some of the bigger, richer financial institutions in Asia and Wall Street.
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