When do you sell your best businesses?

The traditional recipe for reducing the leverage of an over indebted business conglomerate is to (a) sell non core peripheral unviable businesses, and (b) focus on improving the cash flows of the core profitable businesses. Most companies tend to do this, at least after they have gone past the stage of denial and business as usual.

But there is an alternative view expressed most forcefully two decades ago by a senior Korean government official in response to a restructuring proposal submitted by the Daewoo group: you do not reduce debt by selling unviable business, you do it by selling profitable businesses. (This statement most probably came from the Korean Financial Supervisory Commission (FSC) then led by the no-nonsense Lee Hun Jai, but I am not now able to trace this quote though the tussle between Daewoo and the government was well covered in the international press.)

I do recall one company that sold its best business without any prodding from creditors or government: RJR Nabisco under the private equity group KKR. Way back in 1995, with the tobacco business in the doldrums (as a result of Marlboro_Friday and tobacco litigation), RJR sold a part of the more attractive food business in a public issue, and used the proceeds to pay off some of its humongous debt. Apparently, the reason for not selling off the entire food business was legal advice that this could expose the board members to liability for fraudulent conveyance. (Baker & Smith discuss this episode in some detail in Chapter 4 of their book on KKR – The new financial capitalists: Kohlberg Kravis Roberts and the creation of corporate value. Cambridge University Press, 1998).

There are two arguments in favour of the radical approach of selling your best businesses to reduce debt. The first is that deleveraging is often carried out under acute time pressure and it is the good businesses that can be sold quickly and easily. Dilly dallying over deleveraging can quickly take things out of the control of management, and potentially lead to the complete dismantling and liquidation of the group as happened to Daewoo. The second argument is that financial stress at the conglomerate level acts as a drag on the good businesses that might need capital to grow or might need strong balance sheets to retain customer confidence and loyalty. In times of financial stringency, the functioning of the internal capital markets within the conglomerate becomes impaired and the good businesses tend to suffer the most. When internal capital markets start prioritizing survival over growth, good businesses should be rapidly migrated to stronger balance sheets that can both preserve value and support growth.

Many business groups in India are today trying to deleverage in response to changes in the legal regime that empower creditors, but they are still focused on selling their bad businesses. The risk is that this may prove too little, too late. At least some of them should consider the heretical idea of selling their crown jewels.

Globally, perhaps the largest conglomerate that needs to evaluate the strategy of selling its best business is GE. The aviation business is the crown jewel that is at risk from the troubles in the conglomerate. A year ago, John Hempton explained why this business needs a pristine balance sheet: whoever buys a plane powered by a GE engine needs to be confident that GE will be around and solvent in 40 years to actually maintain that engine. Moreover, the business needs massive investment in research and development, and the ability of a struggling GE to do this might be questionable. John Hempton proposed an equity raising as the solution, but the window for that might be slipping away as the share price continues to slide.

In times of stress, companies need level headed managers who can take rational decisions without being swayed by a maudlin attachment to their crown jewels.

Posted at 6:13 pm IST on Sat, 9 Mar 2019         permanent link

Categories: bankruptcy, corporate governance, leverage

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