A Comment About a Billabong Deal and a Chance to Place Your Bet

I was a bit surprised when VF’s preliminary bid for Billabong came as late as it did, and I was also intrigued by the partnership with Altamont. Why, I wondered, didn’t VF just buy Billabong itself? 

A couple of possible answers occurred to me. The first was that somehow they couldn’t afford it. But a review of their most recent balance sheet made me think that wasn’t the case. However, I did recall that they borrowed a bunch of money to pay for Timberland and had committed in their conference calls to reduce debt. Even though they could borrow the money to purchase Billabong, it might not have been a comfortable place to go for either VF or the analyst community that follows them.
Second of course is the fact that VF is primarily interested in the Billabong brand, and it’s a lot easier to just acquire that brand rather than acquire the whole thing and sell off the other brands. Here’s how they put it in the press release:
“VF’s primary interest in the transaction is in the Billabong® brand. This interest is consistent with VF’s stated intent to pursue acquisitions, particularly in the Action Sports category, to continue to build shareholder value. Altamont’s interest lies in acquiring Billabong’s other brands and related assets, and is predicated on the firm’s mandate to invest in situations where it can provide strategic and operational support to build business success stories.”
When it says Altamont’s interest is in “other brands and related assets,” I wonder what that means. Do the Billabong stores go with the Billabong brand? I guess Altamont would get West 49, though of course I don’t know that.
If a deal should be struck, Billabong shareholders would just get money, and they’d be done with it. But VF and Altamont would be the ones who would put up that money, and you have to wonder how they’d decide who put up how much.
They would have to agree on a value to the brands or assets being acquired by each of them. That certainly can’t be done before due diligence. How do you decide how much RVCA, for example, is worth before you know how much they are selling and have seen an income statement?
But even after due diligence it could be a bit of a hard thing to do. Valuation almost always has an element of subjectivity to it, and one might suspect that both VF and Altamont would want the assets their partner is taking to be valued higher so their partner’s piece of the purchase price was higher. Value also has to do with the future prospects of a brand and reasonable people can disagree on that.
Altamont is more what we call a financial buyer. That is, their valuation of an asset is based on what financial return they can expect. VF is more of a strategic buyer in the case of Billabong. By that I mean they look at the Billabong brand and look at how they can improve its operations and results by bringing their own strengths in, for example, sourcing to bear on it. They look for and expect synergies in other words. Read VF’s description of how they are managing their newest acquisition Timberland to improve its performance.
So VF might tend to come to a higher value for the Billabong brand than Altamont would, but it would be in their interest to convince Altamont that the value was lower. 
Not only, then, do VF and Billabong have a bias in favor of valuing the assets their partner is buying higher (so their own cost is lower), but it may not be easy to agree on those values because of differing perspectives. I imagine there would be ongoing discussions about this as due diligence proceeds. They really wouldn’t want to make a deal to acquire Billabong then find out that they couldn’t agree among themselves on who would pay how much.
I am sure you all realize I am speculating here, but I thought it might be valuable to think about the process that has to occur. But if you’re really interested in speculating, you can go to this Australian betting site and place your wager on whether Paul Naude and his group or VF and Altamont will snag Billabong. All bets are off if neither one buys it.