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Boeing’s Days of Being the Bully Are Over

Brooke Sutherland

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Boeing Co. was an aerospace industry bully for years, leveraging its position as the preeminent U.S. commercial-jet maker to squeeze its suppliers, badger its rivals with trade disputes and reportedly lobby for more oversight over the regulatory review of its own planes. Two fatal crashes and a global grounding of its best-selling 737 Max jet have upended the power dynamic. With its latest decision to halt production, Boeing’s comeuppance is complete.

The company announced this week that it would completely shut down production of the Max starting in January. The decision follows a surprisingly indignant and public upbraiding by the Federal Aviation Administration over the company’s unrealistic timeline for the jet’s return and concerns that it was trying to pressure regulators to act more quickly. The Max has been grounded for nine months as regulators review a proposed software fix to a flight-control system and grapple with deeper questions about Boeing’s priorities and flaws in its oversight processes and understanding of pilot reactions. The FAA reportedly may not clear the plane until February at the earliest, and seems increasingly likely to move in tandem with more reticent international regulators rather than lead the charge on approving the Max for flight. Faced with a glut of 400 undeliverable planes, a deepening cash crunch and no clear end in sight to the grounding, the gravity of the damage Boeing has done to its reputation finally seems to be sinking in. It didn’t help matters that Boeing’s unmanned CST-100 Starliner failed to reach the International Space Station Friday. 

One way to read this production cut is that the company is going into self-preservation mode. While undoubtedly a drastic step, pulling the plug on production should help Boeing conserve cash in the near term as it will stop adding to inventory. But it will raise the longer-term financial cost of the Max crisis, put Boeing’s competitive position further at risk and wreak havoc on many of its suppliers. Citing these concerns, both S&P and Moody’s Investors Service lowered Boeing’s credit rating this week. Boeing in April cut 737 production to 42 planes per month, down from a pre-crash pace of 52. Many suppliers would likely have preferred to see another cut versus a complete stop because it becomes much more difficult to ramp up again if their own network of parts and service providers goes cold. Boeing reportedly believed a full-blown halt over a specific time period would offer more certainty for workers and make them less likely to jump ship in a tight labor market. The production cut it announced this week is instead open-ended. In a way, the lack of a fresh timeline shows the FAA’s effort to humble Boeing is working. But it also makes suppliers – and the broader economy – that much more exposed to the Max crisis at a time when U.S. manufacturing is still soft.

Spirit AeroSystems Holdings Inc., which gets more than 50% of its revenue from 737 aircraft components, had been continuing to manufacture airframes at the 52-a-month pace throughout the grounding. Now, it, too, is fully halting production. In the understatement of the year, this suspension “will have an adverse impact on Spirit's business, financial condition, results of operations, and cash flows,” the company said in a statement Friday. Spirit shares fell about 6% this week, while fellow Max suppliers Woodward Inc. and Moog Inc. dropped about 5% and 2%, respectively. The production halt will reduce first quarter U.S. gross domestic product by about 0.5 percentage point, according to estimates from IHS Markit and JPMorgan Chase & Co.

General Electric Co.’s CFM engine joint venture with Safran SA is the sole provider for the Max and will likely need to rejigger its own production plans. Perversely, that could actually boost GE’s cash flow because new engine shipments tend to be less profitable than spares or maintenance work. The situation also could allow the company to devote more resources to maintaining engines on stored jets so they can be more quickly brought back into service. Boeing’s commitment to prioritize delivering the 400-odd planes in storage over cranking out new ones should help speed associated payments to GE. Meanwhile, GE is reportedly in discussions with Airbus SE about increasing production of engines for that company's rival to the Max to help maintain its factory capacity. Longer term, however, the company’s elevated exposure to any slippage in the Max backlog or lingering reputational damage is a liability, notes JPMorgan analyst Steve Tusa, who says it’s a possibility the plane doesn’t return at all.

I think those suppliers are going to remember all of this the next time they enter contract negotiations with Boeing. Before the two Max plane crashes, Boeing had been pushing for cost cuts in an effort to capture some of its suppliers’ rich profit margins for itself, and had pushed to bring more parts and services work in house through joint ventures and acquisitions. That all likely ends. In the near term, rather than negotiating with Boeing over cost, its suppliers are more likely going to be negotiating for compensation or some sort of arrangement to smooth out the hits to their business from this binary approach to production. In the long term, Boeing’s efforts to rebuild its reputation must entail a reckoning with persistent allegations that it prioritized profit over safety. How does the company do that while encouraging its suppliers to make the kind of cutbacks and outsourcing decisions that landed it in hot water?

Apart from the obvious fact that Boeing won’t have cash to spare for acquisitions anytime too soon, the Max crisis should prompt regulators to question the wisdom of allowing the company to continue to consolidate more of the aerospace industry within itself. And suppliers would be justified in being more critical of these attempts to raid their market share. The Max crisis was manufactured largely by Boeing itself, rather than its supply chain. As painful as the production cut will be, the suppliers now at least have more leverage.RETURN OF THE REVERSE MORRIS TRUSTWhoever said taxes were a certainty on par with death was clearly not an M&A banker. There were at least two big Reverse Morris trust deals announced this week, with DuPont de Nemours Inc. agreeing to combine its nutrition and biosciences division with International Flavors & Fragrances Inc., and Ecolab Inc. merging its Nalco Champion oilfield chemicals unit with Apergy Corp. Reverse Morris trusts are a way for larger companies to divest assets without having to pay taxes, as they would in a direct sale. These transactions historically are somewhat rare because the two businesses have to be almost equal in size to meet the requirements, but there’s been a resurgence this decade, particularly among industrial companies, in a natural consequence of the breakup frenzy that’s gripped the sector. The IFF deal values the DuPont nutrition business at $26.2 billion and marks the latest in a long line of breakups for DuPont. The company also is reportedly contemplating a divestiture of its transportation and industrial division. But DuPont doesn’t have much to show for all its slicing and dicing to date, and its conclusion that the solution to its underperformance is yet more breakups makes me ask — yet again — if this craze is going too far. (1)

The Apergy-Ecolab deal offers a counterpoint. Apergy was spun off from Dover Corp. last year, and while it’s outperformed the S&P 500 energy sector, it hasn’t been able to avoid the drag from low oil prices and a shift in priorities among exploration companies under pressure to boost shareholder returns. From the outside, Apergy looked like another example of when a spinoff has benefited the parent company much more than the unshackled business. But one argument that activist investors often make for breakups is that businesses benefit from having independent control over their capital spending decisions, which include M&A. The deal with Ecolab likely wouldn’t have happened if Apergy was still part of Dover. Ecolab had initially planned to spin off its energy business. But the combined company, which is expected to have an enterprise value of $7.4 billion, should be stronger than either would have been on their own. Its increased international exposure and well-rounded offerings across oilfield chemicals, equipment and services should help it in a world where energy investors are prioritizing scale and stable free cash flow.(2)

FEDEX SPECIAL DELIVERY: CHRISTMAS COALBoeing had the worst 2019 by far among industrial companies, but FedEx Corp. comes in second on my list. The company this week reported yet another cut to a fiscal 2020 forecast that was disappointing to begin with as it continues to struggle with the challenge of ferrying the deluge of e-commerce shipments to consumers’ doorsteps. FedEx continues to blame exogenous factors for its shortcomings: a cyberattack on its TNT Express business that delayed the integration of that acquisition; the U.S.-China trade war; the quirks of the calendar this year. All of those things undoubtedly played a role in FedEx’s earnings slippage, but the real problem seems to be a management team that was unprepared to weather those shocks and has worn out investor patience with unfulfilled promises of a turnaround. Chief Financial Officer Alan Graf says FedEx is nearing a bottom. Practically speaking, that may be true but that leaves a lot of unanswered questions about how FedEx will compete in a shipping world that now includes Inc. as a full-blown competitor. Amazon stopped working with FedEx for its own deliveries earlier this year and this week banned third-party merchants from using the carrier for Prime deliveries because of what it said was a decline in performance. Lest there were any lingering doubts about Amazon’s delivery capabilities, the company also announced this week that its logistics arm now handles about half of deliveries and is on pace to deliver 3.5 billion of its own packages this year.

DEALS, ACTIVISTS AND CORPORATE GOVERNANCELeidos Holdings Inc. this week agreed to acquire research and national-security services company Dynetics for $1.65 billion. Dynetics focuses on some of the fastest growing parts of the U.S. Defense Department’s budget, including hypersonics, space, directed energy, artificial intelligence, machine learning and micro-electronics, according to Cowen analyst Cai von Rumohr. So the deal should be a boon to Leidos’s margins and growth. This is the latest example of a defense company betting bigger is better as they jockey for positioning in the DoD budget. The strategic benefits offset a somewhat rich price. Leidos is paying roughly 15 times Dynetics expected 2020 Ebitda, but that multiple drops to 12.6 after accounting for tax benefits. Dynetics is a private, employee-owned company, which Leidos was as well before it went public, so that should help smooth the cultural integration, notes von Rumohr.

FirstGroup Plc, having already committed to selling the U.S. Greyhound bus service and other assets, is expanding its breakup plan to include the North American school bus and transit divisions. FirstGroup came under pressure to shake up its business after rejecting two takeover offers from Apollo Global Management that the company said undervalued it, only to see its share price flounder amid disappointing results. The North American assets have a value of at least $5 billion, according to activist investor Coast Capital, which earlier this year sought an overhaul of the board to push through its breakup strategy. Coast Capital’s proxy fight failed, but FirstGroup Chairman Wolfhart Hauser still departed.

Clariant AG agreed to sell a plastic-pigments unit to PolyOne Corp. for about $1.5 billion. The chemicals are used to color car parts and packaging, and Baader analyst Markus Mayer hadn’t expected Clariant to get that much for it amid a slump in automotive markets. The deal values the business at about 11 times its adjusted Ebitda in the past year, but expected cost savings of $60 million bring that multiple down to less than 8 times. For PolyOne, the deal continues the company’s shift toward higher-margin specialty chemicals.

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(1) At least DuPont is getting well-compensated for its nutrition business, much to the chagrin of IFF investors who sent the stock down 8% on the week.

(2) The value of diversification through M&A doesn’t fare so well in this example. Ecolab, primarily a provider of chemicals for water and waste-water treatment, built its oilfield services business through the acquisitions of Nalco Holding Co. for $8.1 billion (including debt) in 2011 and Champion Technologies Inc. for $2.2 billion in 2013.

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Brooke Sutherland is a Bloomberg Opinion columnist covering deals and industrial companies. She previously wrote an M&A column for Bloomberg News.

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