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Characters and stories

by Chris Nolter  |  Published September 18, 2011 at 8:00 PM
Like installments in the "Toy Story" or "Pirates of the Caribbean" film franchises, Walt Disney Co.'s selection as 2011's Most Admired Corporate Dealmaker in consumer markets is a sequel.

The Burbank, Calif., entertainment giant first won the award in 2009, the year it acquired Marvel Entertainment Inc. for $4 billion. This year's respondents cited Disney's reputation, the diversity of its holdings and its ability to cultivate brands. The Marvel purchase still resonates. Several participants mentioned it, with one suggesting that Marvel characters could rise to the status of Mickey Mouse or Winnie the Pooh.

And so M&A remains part of Disney's story. Disney CEO Robert Iger recently told investors the company is interested in "great characters and great stories."

For Disney corporate strategy and business development head Kevin Mayer, however, the assignment is more complicated than finding the next Marvel. Unquestionably, Disney has used M&A to acquire characters and stories. The Marvel deal follows Disney's successful purchase of Pixar Animation Studios Inc., which brought franchises such as "Toy Story" to the Mouse House.

Disney also uses M&A to expand the machinery of merchandising, distribution, cable networks, Internet media and other platforms that generate money from its brands. "If we have a hit that is a Disney hit, a Pixar hit, a Marvel hit, those things can live in theme parks," Mayer says. "They can have substantial Internet businesses. They can go into publishing, consumer products, Disney Channel and our other TV assets."

Success involves foreseeing developments in nascent fields such as social gaming and online video. When a venture taps the Zeitgeist, as with Hulu LLC, there may be reasons to exit. Even with a traditional deal like Marvel, it may be difficult to grade the outcome until next year's slate of films hits the theaters.

Disney's corporate strategy and corporate development teams are part of a single group, some 19 people in the U.S. Others are stationed in London, China, Japan, Latin America and Russia. "We don't overly specialize," Mayer says. "We ask people who have been investment bankers to do a lot of strategy work, and we ask people who have been strategists to do a lot of deal work."

Mayer, 49, has been in the job since 2005. His background tells something about where Disney sees its future. After a stint at Disney in strategic planning and Internet operations beginning in 1993, he served as a partner at consultant L.E.K. Consulting Group LLC, running the global media and entertainment practice. He also worked as chairman and CEO of Clear Channel Interactive. He has an M.B.A. from Harvard Business School, an M.S. in electrical engineering from San Diego State University and a B.S. in mechanical engineering from the Massachusetts Institute of Technology.

Wearing the strategic hat, Mayer's team determines whether Disney should put money into an area or take it out. Donning the development mouse ears, it ponders whether to buy, invest or partner or create a new business. All things equal, Disney would rather develop a property itself. "If you can do it organically, you're always in a better position for shareholders because you don't have to pay any of the value to existing equity holders," he says.

When Disney decides to pay up, the business development group draws on its managers to analyze valuation. "The models we build are often, if not usually, used as the basis for operating the business for the next five years," Mayer says.

Disney values a potential company both as a freestanding entity and as a part of Disney. Mayer looks for a substantial gap in the two numbers as a guide for whether to pursue an acquisition. "There is a potential deal to be done when the value on a standalone basis is substantially less than the value of a company to us," he says.

Even with a premium exceeding 25% per share, Mayer says, Marvel was "a classic deal" because of the benefits Disney could reap. Marvel had been using third-party agents for international consumer products sales, which is now done in-house. Disney also bought out distribution deals with Viacom Inc.'s Paramount Pictures.

That said, Rich Greenfield of BTIG LLC argues that it is difficult to gauge the success so far. "The first big film that is ­really going to begin to illustrate the importance of this is something like 'The Avengers' next year," he says. "It was created, beginning to end, by Marvel inside of Disney."

Brett Harriss of Gabelli & Co. suggests that Marvel "is probably going to be a pretty good deal." Just how good may be influenced by the longevity of pre-­existing arrangements that Marvel had with Sony Corp. and News Corp. "Some of the value of Marvel is locked up in the long-term rights, especially for 'Spider-Man' and the 'X-Men,' " he says. "As long as Sony and News Corp. keep making those movies, they keep those rights."

Miramax had a different type of valuation gap. Disney decided the studio would be worth more to an outsider. With Pixar and Marvel, Disney's focus coalesced around branded franchises such as "Pirates of the Caribbean" and "Cars." There was less of a place for a studio with smaller titles. "It wasn't being exploited as aggressively as it could by a third party," says Mayer. Disney set a target of $600 million to $700 million, he and sold it for $660 million last year.

Once Disney decides to make an acquisition, he says, the company wants to make sure it is deploying capital in a strategically relevant sector. The company also wants the deal, if successful, to "move the needle." This is no small feat for a company with $38 billion in 2010 sales. Lastly, it wants to know that it is adding substantial value by bringing the target inside Disney.

Two years ago, Mayer's team went to Silicon Valley to gauge strategic opportunities in video games. "We realized there was an entirely new segment that was arriving and was creating powerful economics and great interest from consumers, and that was social gaming."

The niche was growing rapidly. Zynga Inc. was becoming a force, but winners and losers had not yet emerged. Disney felt its brands and creative assets would give it an edge. There wasn't time for the company to develop the business itself, however. The examination led to the $563 million purchase of Playdom Inc., an online gaming company that Disney uses to support its brands.

Disney's Hulu investment reflects the difficulty of balancing deal criteria. Through its ABC unit, Disney took a stake alongside existing investors NBCUniversal Media LLC, News Corp. and Providence Equity Partners LLC. "We wanted to have a seat at the table in determining how our broadcast content could be exploited outside of the television set," Mayer says. "We wanted to see how aggregation would work on the Internet versus standalone ABC sites."

Hulu has generated traffic. The question for BTIG's Greenfield is why sell Hulu, which is currently on the market. "It's a great thing to be in," he says. "Why do any of these companies want to sell the digital future?"

Mayer's answer reflects on the challenges of running a joint venture, even a successful one. "We did at some point determine that it was difficult to continue to manage such an aggressively growing enterprise with three [broadcasters] who are partners in Hulu but also obviously competitors," he says.

Given market volatility, it's not easy to measure the impact of all this on valuation. In 2009, when Disney first won the Most Admired Corporate Dealmakers award, the company's market capitalization stood at $60 billion. That figure climbed to $71 billion by the end of 2010, up 18%. This year, the stock slid and market value fell about 15%, to $60 billion.

Respondents rated Disney highly on big-­picture issues such as reputation, long-term strategy and management team. Overall, Disney had a slight lead over second-place Comcast Corp., which would be moot if Comcast's 2004 hostile bid for Disney had turned out differently. Still, slightly more than half of respondents expect Disney to remain an M&A leader in 2012. By then, the box office from "The Avengers" will provide a clearer picture of the Marvel deal.

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Tags: Hulu Inc. | Kevin Mayer | Marvel Entertainment Inc. | Most Admired Corporate Dealmaker | NBCUniversal Media LLC | Pirates of the Caribbean | Robert Iger | The Avengers | Toy Story | Walt Disney Co.
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