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Saturday, November 21, 
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The story behind the survey

Posted on September 22, 2008 at 10:00 AM
Filed under: 2008 | Acquisitions | Best Practices | Corporate Strategy | Deal International | July-Sept. 2008 | Most Admired | The Magazine
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It's not too hard to imagine a Corporate Olympics, where companies would showcase the different capabilities that make them successful. For anyone who follows business, some competition categories come quickly to mind. People have been recognizing standouts in sales and marketing, for example, for half a century or more. The importance of research and development, supply chain management and other business disciplines is also long established.

But if we staged our hypothetical Olympics today, we'd need to add one more category: transactions. Because in a fast-changing world, the ability to choose and execute deals has become a vital strategic skill for a large and growing number of companies.

That being the case, we believe the time is right to identify some of the companies that are doing the best work in this realm. How do we propose to do this? With some help from the deal community -- in other words, from you, our readers. Your knowledge of the world of transactions, and those who work within it, is unmatched. So we invite you to share your views -- anonymously, of course -- on the important subject of which companies stand out as the best corporate dealmakers.

On the pages that follow you'll find lists of 10 transaction-intensive companies in each of three industry sectors. Online you'll find supporting information and a simple survey in which you can rate the companies on four criteria that reflect the scope of corporate dealmaking. Details on how to participate -- and we thank you very much for participating -- are in this post.

Before you start on the survey, though, it's only fair to fill you in on our project: why we set it up this way, how we chose the companies, why we think the results will be so meaningful and what we've learned in working on it.

For evidence that transactional skills are more important than ever in the corporate world, look no further than the article that precedes this one. Yes, the M&A market slowed as credit-crunched buyout shops were driven from the field. But strategic dealmakers are forging ahead, with many companies taking advantage of the current financial turmoil to improve their deal teams, go after targets that fit their strategies and even find ways to exit businesses that don't. The record M&A cycle that peaked last year was a major learning period for corporate dealmakers, as more and more of them developed and implemented best practices in valuation, due diligence, integration and other parts of the deal process.

In the business world at large, a few companies are already known for their deal prowess. Over years of reporting on corporate development at numerous companies, we saw that there are others worth recognizing as well -- and that it should be possible to identify the leaders. What stumped us at first was how to identify them in a fair and systematic way.

Even inside a corporate setting, quantitative measures of a particular deal's success, while typically much better than they used to be, rarely tell the whole story. Rating an ongoing program of transactions from the outside is even tougher. It's not as if you can just add up the deals and check their effect on earnings and the stock price; if done well, those deals were tightly woven into the overall strategy, making it hard to separate the growth they contributed from growth achieved by organic means.

So figuring out which companies are doing deals well clearly requires some qualitative judgments. As for whose judgments -- well, that question pretty much answered itself. Who better than the various denizens of the deal community -- the transaction-focused corporate executives, bank­ers, lawyers, private equity professionals, arbitrageurs, portfolio managers and mergers and acquisitions service providers that The Deal LLC was founded nine years ago to serve? This is the ecosystem in which a sizable company that does a lot of deals must live. Over time such a company interacts directly with a number of these people and leaves an impression on many more.

The next question was how to choose the companies we'd ask our audience to assess. We needed a screening process that would a) identify transaction-intensive companies in a straightforward way and b) group companies within industry sectors, since the deals that, say, a software company does differ in important ways from those done by an industrial one. Each criterion proved a little harder to meet than we expected. But, working with our data partners at Standard & Poor's Capital IQ, we think we've come up with some lists that are the basis for a sound survey and also interesting reading in their own right.

Organizing the world's companies into industry categories -- not a trivial task -- is traditionally of greatest interest to portfolio investors. Like most of those investors, Capital IQ uses the four-tiered Global Industry Classification Standard developed by MSCI Barra and Standard & Poor's. At its highest level -- the sector level -- some of the GICS categories put companies together that we find too dissimilar to compare from a strategy-execution standpoint. "Consumer discretionary," for example, contains both automakers and media companies.

And yet this was far too big a wheel to reinvent, at least in our inaugural survey. So rather than drilling all the way down to the subindustry level and presenting respondents with an unmanageable number of categories this year, we settled on three sectors that have both substantial deal activity in recent years and the kind of strategic commonalities our project requires. The sectors are healthcare, industrials and information technology.

The groupings still aren't perfect for our purposes; within healthcare, it may not be so illuminating to compare dealmaking by insurer UnitedHealth Group Inc. to the efforts of Johnson & Johnson or Boston Scientific Corp. But given the inherent complexities here -- after all, one of our "industrials" candidates, General Electric Co., owns a major media company -- we're well satisfied with the sectors we've focused on.

Now on to how we populated the lists. Since our audience is mostly in the U.S., we decided to look only at U.S. companies. To further heighten the familiarity factor, we considered only firms with a market cap of $5 billion or more on June 30. Then we set out to find the 10 most transaction-intensive companies in each sector, based on deals that closed between Jan. 1, 2005, and June 30, 2008.

What do we mean by "transaction intensive"? We used a formula that considers both acquisitions and divestitures. The most heavily weighted factors are simply the number and dollar volume of transactions. But we also awarded extra points to companies that did a high dollar-volume of deals compared with their market capitalization on the start date. For simplicity's sake, we considered only deals where the company bought or sold 90% or more of a target. Our stats don't reflect minority stakes, joint ventures and some other kinds of deals that are part of the strategic toolkit for most of these companies, but we don't think the lists would look much different if they did.

Using this formula, Capital IQ generated lists of the top 15 companies in each sector, along with all the deals credited to them. Editors here at The Deal reviewed the transaction lists, checking them against our Pipeline database as well as company announcements. We then made a final cut, producing a list of 10 for each sector. Lists of all the deals credited to these companies are available on the survey site and also here.

What the summary lists amount to, then, is a roll call of 30 major companies that made intensive use of transactions during the recent historic M&A boom.

Now on to the survey itself. How should these companies be judged? We seek your views on the four basic things that, in our observation, go into making a corporate deal a success. When you take the survey you'll be asked to rate each company on four criteria:

Overall strategy: rationale for the transactions and choice of targets (or, in the case of divestitures, the business sold)

Quality of the deal team: skills and knowledge base of corporate development staff, line executives, top management and other company participants

Value: price paid (or received) compared to value that can be extracted

Execution: ability or likelihood to capture stated benefits, value and synergies

You'll notice that we don't ask you to judge the company's overall success. It's not that we don't think this is important; it surely is. Rather, we expect that the success (or lack of it) will -- to the extent that it's deal-related -- inform the way most people rate the company's dealmaking. To put it another way, a company that's foundering because it overpaid for an illogical acquisition that it failed to integrate well should score pretty low on all counts.

A harder question is how to judge a company that may have chosen and executed deals well but is nevertheless out of favor with investors, whether because of its industry, corporate structure or some other factor. Can it still be a most admired corporate dealmaker? It will be interesting to see.

We've included market cap data for the companies -- a metric we chose because it also shows the comparative scale of the dealmaking -- for both the start and finish dates. To give some context for the company market cap numbers, we also show the change in market cap for each sector. Critics of M&A won't be surprised that by this measure, many of these transaction-intensive companies underperformed their sectors in the period we studied. Of course, there are also some striking success stories revealed here.

We have our own views on these questions, but we'll save them for our November article on the results of the survey. It's your views that count most -- expressed on our Web site if you're so inclined, and most of all on the survey itself.

We're sure this process can be improved over time, and we welcome your suggestions. We're just pleased to get the ball rolling. Strategic M&A is an important activity, both for the companies that do it and for the larger economy. Recognizing those who do it well is only fair -- and it might just help others get better at it, too.



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