Did Warren Buffett Overpay For HJ Heinz?

Published in Investing on 15 February 2013

Paying $72.50 per share, has the Sage of Omaha forgotten his famous value discipline?

This article was originally published on Fool.com.

WASHINGTON, DC -- Berkshire Hathaway (NYSE: BRK-A.US) (NYSE: BRK-B.US) and investment firm 3G Capital are paying $72.50 per share for ketchup king H.J. Heinz (NYSE: HNZ.US), in a deal valued at $28 billion -- the largest food group acquisition on record. The price represents nearly a one-fifth premium with respect to the all-time high price of Heinz's stock, and nearly 21 times estimated earnings per share for the next 12 months! Has Berkshire CEO Warren Buffett forgotten his famous value discipline and gone and overpaid for Heinz?

"Price is what you pay, value is what you get," as the saying goes. What is Buffett getting in return? Well, Heinz is a 144-year old company with a stable of iconic brands -- not just Heinz ketchup, mind you, Heinz also produces Lea & Perrins Worcestershire sauce, for example. Those brands are at the heart of Heinz's competitive moat, and that translates into wonderful returns: Return on capital has averaged 13% over the prior 10 fiscal years and average return on equity was nearly 37%! In fact, on reviewing Heinz's business and fundamentals, I was rather incredulous when I could find no record of Berkshire ever having owned the shares previously -- Heinz is the archetype of the business that Buffett says he looks for.

Great business, middling investment?

Still, one must distinguish the business from the stock. No matter how great the former, overpaying for the latter will produce poor returns, or even losses. When KKR acquired RJR Nabisco for $25 billion in 1989 after multiple raised bids -- then the biggest leveraged buyout in history -- it sealed its fate: the investment was failure.

And speaking of leveraged buyouts... that may be one of the keys to understanding the Heinz acquisition and its price tag. Indeed, this is not a traditional Buffett acquisition in which Berkshire pays in cash or a combination of cash and shares and the target joins the fold. Instead, Berkshire and 3G Capital are equal equity partners, each putting forward $4 billion in equity; Berkshire will also invest $8 billion in preferred shares paying 9%. The balance of the financing will be provided by rolling over existing debt and raising new debt -- keep in mind that high-grade corporates are issuing bonds at near-historic low yields. Buffett also told CNBC this morning that 3G would supervise the business, saying: "Heinz will be 3G's baby."

By the numbers

I looked at completed acquisitions in the food and beverages sectors with an equity value in excess of $10 billion. Acquirers paid an average enterprise value-to-EBITDA multiple 14.7 (Note: Enterprise value is total value of the firm, which sums market capitalisation and net debt. EBITDA stands for Earnings Before Interest, Taxes and Depreciation and is a proxy for cash flow.) At $72.50 per share, the acquisition price for Heinz equates to an enterprise value-to-EBITDA multiple of 16.4, so we are not far off our benchmark.

While the deal doesn't look wildly cheap, it doesn't have to be: even struck at or slightly above current fair value, the quality of the business and the structure of the deal should ensure satisfactory returns. Give him the benefit of the doubt: Uncle Warren still knows a thing or two about value.

Billionaire investor Warren Buffett is known for his uncanny ability to spot a bargain and act decisively. After buying quality names at cheap prices during the financial crisis, last year he invested almost $1 billion in one of the UK's best-known blue chip brands -- a FTSE 100 giant in which Buffett now has a 5% stake.

If you'd like to know which UK company tempted the legendary investor to make a rare investment outside the US, then this free Motley Fool report has all the details. What's more, you may still be able to buy the shares Buffett bought at the price he paid! Indeed, the company in question has increased its dividend every year for 28 years and currently offers a yield of 4.2% -- potentially making the share a very attractive long-term investment for income-seekers.

> Alex does not own shares in any of the companies mentioned.

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Comments

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TMFMarkRogers88 15 Feb 2013 , 12:41pm

I think this is mostly a function of Buffett putting his giant cash pile to work - the 9% preferred is the biggest factor here in my view.

Importantly though, Buffett hugely admires the operating management team at 3G. He was presented the deal in December by them - part of Buffett's investment is focused on their ability to unlock greater value out of the brand than was previously being achieved.

That Buffett didn't previously invest might say something on his thoughts about how the company was being run, rather than a lack of foresight - he might be happy to pay $72.50 now but wouldn't have paid $50 a few years ago, because of something fundamentally different about this proposition in 2013.

A part of it might be his willingness to keep a good ongoing relationship with 3G too. Unlike Mr Market, deal-making friends don't always come back with another quote tomorrow. It's possible that to a small extent, Buffett was happy to put $4B to work here, where he wouldn't have done the deal with another partner.

My initial reaction was to question the deal price, but with only $4B of common equity involved, this was Buffett's only chance to own this iconic brand, with this management team, and that big unproductive pile of cash on the sidelines.

It's worth noting that when it comes to the acquisition of whole companies, Buffett has frequently said that an acceptable price is as good as he can usually hope for, opposed to finding bargains in the stock market.

What a perfect company for Buffett though - very easy to understand, iconic value-adding brand, you can almost certainly tell what they're going to be doing 20 years from now, dominant in their market position.

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