Baker Hughes today announced receipt of notice from Halliburton Company that it intends to nominate candidates to replace the entire board of directors of Baker Hughes at its Apr. 2015 annual meeting.The nominations followed discussions between the parties regarding a potential business combination transaction, and Halliburton's refusal to improve its first and only value proposal. Baker Hughes considers the notice to be an attempt by Halliburton to pressure the Baker Hughes board into accepting a transaction with Halliburton on Halliburton's terms.The discussions began after Baker Hughes received an unsolicited proposal from Halliburton without prior notice on Oct. 13, 2014 to acquire all of the outstanding shares of the Company in a proposed transaction that Halliburton claimed would produce $2 billion in synergies after any required divestitures.The discussions continued over the following weeks and substantial progress was made in analyzing the substantial antitrust issues that would be involved in any such transaction, allocating antitrust risk between Halliburton and Baker Hughes, and negotiating merger documentation.After receiving the Company's counter proposal on value, Halliburton refused to increase its first and only value proposal and, among other things, refused not to solicit the Company's employees during the period before closing. Instead, Halliburton delivered the director nomination notice to theMartin Craighead, Chairman and CEO of Baker Hughes stated: "Baker Hughes is disappointed that Halliburton has chosen to seek to replace the entire Baker Hughes board rather than continue the private discussions between the parties. Baker Hughes believes that Halliburton's various attempts at coercive tactics, instead of being willing to negotiate a reasonable value for the Company's stock and despite having stated twice that they have room to increase the value of their offer, are attempts to control both sides of a negotiation and are entirely inappropriate.”Consistent with its fiduciary duties, the Baker Hughes board, in consultation with its financial and legal advisors, has carefully reviewed and considered Halliburton's initial proposal and unanimously determined that it is not at an adequate value level and therefore not in the best interests of the Company's stockholders.Accordingly, the Company's stockholders are advised to not take any action at this time. Mr. Craighead sent the attached responses to Halliburton's CEO during the negotiation process.
Cover Story: Strong exports and dynamic economies have put Vietnam, Cambodia, Laos, Myanmar, and Thailand-taken together-on the path to becoming the "New China"; Their collective economies are smaller than China's, but their collective annual output, at $641B last year, equals that of China 20 years ago; Among other attractions are low wages, prompting foreign companies to pressure Chinese suppliers to set up shop in these countries; Funds and ETFs are the easiest way to play the New China (+ MSMLX, WAFMX, THD, VNM), in addition to some stocks (+Vietnam Dairy Products, Kinh Do, Hoa Phat Group, Land & Houses, Thai Union Frozen Products).Features: Positive on F: Automaker had a rough year due to high warranty costs, poor results in Russia and South America, and lost production during F-150 transition, but the new aluminum model of the iconic truck should give the company a boost, and shares could rise 30%; Positive on BC: Leading maker of recreational powerboats and marine engines in the U.S. has undergone a major restructuring, recently posting a 13% rise in revenue and an earnings win, and stands poised to benefit as economy grows and consumer confidence rises; shares could rise 20% or more; Positive on CMI: Worry about competition facing maker of diesel and natural-gas truck engines, which has sent shares down, appears overdone, and they could rise by as much as 15% over the next year.Tech Trader: Cautious on T, VZ, CMCSA, NFLX: Columnist Alexander Eule says President Obama's statement in support of net neutrality has created turmoil on Wall Street; some analysts feel full imposition of Title II regulations would be a disaster for the cable and telecom industries and are calling for a less onerous approach.Trader: Positive on HAL, BHI: A merger would bring large synergies, says Alexander Roepers of Atlantic Investment Management, but Baker Hughes would be hard-pressed to approve a deal at less than $75 per share, where the stock was just a few months ago; "A low-yielding Treasury market appears to be in the cards for 2015's first half, which makes stocks more attractive; Cautious on ANET: At current valuation, stock will meet expectations for the next few quarters, but growth is likely to slow.Small Caps: Positive on BHLB: Share price of the bank, one of New England's largest, has been restrained over concerns about its ability to do more deals due to relatively low capital base, but a solid acquisition could lead to a 15% rally.Mutual Funds: Interview with Dennis Lynch, Portfolio Manager, Morgan Stanley Institutional Fund Growth Portfolio (top ten holdings: FB, AMZN, ILMN, TWTR, ISRG, GOOG, PCLN, TSLA, GOOGL, CRM). Special Report on the $2T ETF industry, which offers more than 1,600 products for investors. A panel, including Sam Katzman of Constellation Wealth Advisors, Terri Jacobsen of UBS, Frank Marzano of GM Advisory Group, and Ben Johnson of Morningstar discuss the best strategies for investors.European Trader: Positive on Casino Guichard Perrachon: French food retailer is in a sector that is seeing lower profits overall, but management has been quick to identify trends and re-focus operations, and investors could see a handsome payout.Asian Trader: In Japan, "there is some evidence that the value-added tax is undermining the stimulative effects of Abenomics, which combines central-bank easing with added government spending to try to get Japan's economy growing.”Emerging Markets: Though the Mexican government has adopted a number of finance, energy, and market reforms, investors should still expect setbacks as the economy improves.Commodities: "U.S. cattle futures have posted some of the biggest gains among commodities this year, and the rally looks to be far from over.”Follow-Up: Cautious on HAS: Partnering with DWA makes sense for toymaker, but since the studio has produced neither hits nor free cash lately, a buyout doesn't make sense, and could leave Hasbro saddled with significant debt and lower free cash flow; Positive on SRC: REIT that owns buildings used by retailers such as WMT and HD has restructured debt, improved credit quality, and diversified through acquisitions, and remains a good buy for investors.CEO Spotlight: Profile of MTN chief Robert Katz, who has created a new business model for the skiing business.Streetwise: Cautious on SHLD: Understanding the value of Sears' real estate would seem to be essential to investing in the stock, says Jacqueline Doherty, who calls for more disclosure from the retailer.
The Park City purchase, like much else at Vail (ticker: MTN), reflects the strategic vision of CEO Robert Katz, 47, a former Wall Street deal maker who has run the company for the past eight years. In that span, he has applied business precepts common in the lodging and cruise-ship industries to the more informal world of skiing, markedly enhancing the experience of customers and boosting shareholder returns.
Katz, a Wall Street veteran, is upgrading Vail’s slopes and amenities. Photo: Ray Ng for Barron’s“The company literally transformed under his leadership,” says Roland Hernandez, Vail Resorts’ lead independent director and the former chairman of Telemundo. “He created a fundamentally different business model for skiing.”
Katz’s model relies, in part, on the so-called Epic Pass, a discounted season pass that gives holders access to Vail’s 12 resorts and 10 other ski properties around the world. Introduced in 2008 at a preseason price of $579, Epic Pass gives Vail a major competitive advantage and predictable, recurring revenue. It also allows the company to leverage its growing scale. Today, the pass accounts for 40% of annual ticket revenue.
VAIL RESORTS, FORMERLY known as Vail Associates, was founded by a World War II mountain-division ski trooper, who trained in the Western U.S. and saw its potential as a ski destination. He opened a resort in Vail, Colo., in 1962. The company gradually expanded through acquisitions, adding the Keystone and Breckenridge resorts in Colorado in 1997.
Under Katz, Vail has acquired the Northstar, Kirkwood, and Heavenly resorts near Lake Tahoe, Calif.; Afton Alps, in Minnesota; and Mount Brighton, in Michigan, as well as a summer resort in Wyoming. It also owns Beaver Creek, in Colorado.
The mountain division, encompassing the ski resorts, ski schools, and dining, contributed 77% of fiscal 2014 revenue of $1.3 billion (the fiscal year ended on July 31). The company’s lodging segment manages hotel properties, including RockResorts, and its real estate arm owns and develops property around the resorts.
Vail was pummeled during the financial crisis, as occupancy rates and customer spending fell. Determined to avoid layoffs, Katz persuaded employees to agree to salary reductions in return for stock. He also skipped his own paychecks. The shares plummeted 76% from mid-2007 to March 2009, when they bottomed at $14.80, but have since rebounded to a recent $87.85. They spiked 12% when the Park City deal finally was announced.
Vail is expected to generate $341 million in fiscal 2015 earnings before interest, taxes, depreciation, and amortization—a 30% gain. Shares aren’t cheap at 11 times estimated Ebitda, but the company’s largest holder, Baron Capital Management, looks for the stock to double in the next five years. “I’m betting on Katz,” says Ron Baron, whose firm holds a near-15% stake. “I don’t want to sell, but some foreign [investor] who wants to own U.S. real estate might be willing to pay 12-13 times cash flow.”
BASED ON INDUSTRY statistics, skiing seems a troubled business. RRC Associates, a market-research firm, reports that annual snow-sport visits per 1,000 people fell to 180 in 2013 from 220 in 1980. In roughly the same span, according to the National Ski Areas Association, the number of operating ski resorts in the U.S. fell to 470 from 735, as the high cost of snow-making, coupled with the stress of warmer weather, forced smaller, undercapitalized facilities to close. Yet customer spending at ski resorts has been rising; it climbed to $7.1 billion in the 2012-13 season from $6.1 billion three years prior, the NSAA says.
Vail has been particularly astute in developing products and services to separate customers from their money, albeit in highly enjoyable ways. During warmer winter weather, for instance, visitors spend less time on the mountain and more in the spa, or tubing, or taking snow-boarding lessons. As Katz sees it, “Our company is less about skiing and more about vacations.”
That’s because he helped make it so.
When Vail introduced the Epic Pass, Katz says, “people thought I was crazy. They assumed we had made a mistake and that the board would fire me and undo it.”
But the CEO figured that skiers who purchased the pass would corral their friends into joining them on the slopes, skiing more and buying more food, hotel rooms, and ski lessons. Even at a current preseason rate of $769, the pass is a steal compared with an early-bird price of $1,985 for a season pass at Colorado’s Deer Valley Resort. Sales of the Epic Pass rose 20% in fiscal 2014.
Vail continually upgrades its resorts and amenities to attract visitors and build loyalty. In the past five years, it spent $492 million on capital improvements, including a new gondola at Vail and a lift/gondola at Beaver Creek. It has also upgraded restaurants across its properties. The company plans to build lifts and other infrastructure next summer to connect Park City and Canyons, and upgrade restaurants and snow-making capabilities at both resorts.
Katz has invested in technology, as well, some of it aimed at using data collected from customers to improve their experience and get them to spend more. Recently, for example, the company inserted chips into lift tickets to track skiers’ elevation and help them broadcast their feats on Facebook. Slope photographers likewise scan lift tickets to identify skiers, and use the information to zap photos of prodigious children to their parents.
LIKE OTHER RESORT operators, Vail has benefited from growing interest in skiing among younger athletes. Golf and tennis, in contrast, have struggled to attract younger fans. Katz credits product enhancements, such as twin-tip skis that facilitate backward skiing, and parabolic skis, which make it easier to learn the sport.
Where the industry has failed, he says, is in attracting fast-growing minority populations. “Skiing is very white,” says Katz. “This is an opportunity.”
The company’s purchase in 2012 of smaller, less expensive resorts in Minnesota and Michigan was intended, in part, to target beginning skiers and a more diverse population that could, in time, graduate to Vail’s premier resorts. The company plans to market directly to people of color, among others, but Katz thinks it could take as much as a decade to better integrate the slopes.
Vail also is investing heavily to attract summer visitors to its resorts. Breckenridge, Colo., home of the Breck Summer Fun Park, with slides, a zip line, and an alpine roller coaster and track, already gets more visitors on peak summer days than at the height of the winter season. Vail Resorts has earmarked $25 million each, in the next few years, for its Vail, Breckenridge, and Heavenly resorts to add or enhance zip lines, hiking trails, and mountain coasters. Once operational, the new attractions could generate an additional $15 million in annual Ebitda at each property. “Even small growth in the industry can be profitable, since no one is building new resorts,” Katz says.
KATZ AND HIS younger brother grew up in New Rochelle, in New York’s Westchester County. His father ran his own law firm; his mother, Marylyn Dintenfass, is an acclaimed artist. Katz majored in economics at the University of Pennsylvania, getting strong grades in math and science. During his freshman year, he used several thousand dollars of his bar mitzvah money to buy an advertising-supported campus newspaper that he later sold for a small profit.
During college, the future CEO interned at the New York Stock Exchange, and learned he didn’t want to become a securities trader. Recruited by Drexel Burnham Lambert, he joined the investment bank after graduating in 1988, and became a mergers-and-acquisitions analyst. When Drexel collapsed several years later after the indictment of junk-bond king Michael Milken, Katz thought his career was over. But he soon followed members of the Drexel diaspora to Smith Barney, and then to Apollo Global Management, the private-equity firm.
“I learned it’s not just being smart,” he says. “Getting anything done involves building relationships.”
In 1991, Apollo took control of Gillett Holdings, a bankrupt company that owned what would become Vail Resorts. Eventually, it sold some of Gillett’s assets, restructured the company’s loan portfolio, and expanded its ski operations, merging Vail with Keystone and Breckenridge. Katz, who had worked on these transactions, joined the Vail board before the business came public in 1997.
DESPITE HIS success at Apollo, Katz, an avid biker and skier, and his wife, cookbook author and gluten-free advocate Elana Amsterdam, had been contemplating a lifestyle change. A year after the attacks on the World Trade Center, they left New York and relocated in Boulder, Colo., with their two young sons.
Katz consulted for Apollo and remained on Vail’s board. He also contemplated becoming a farmer.
When Vail’s then-CEO stepped down in 2006, however, the board tapped Katz as his successor. Katz immediately shook up the company, moving its headquarters from a ski resort in Avon, Colo., to a glass tower in suburban Broomfield. “On the mountain they are throwing a party,” Katz says.
He also yanked Vail’s membership from a trade group that ran ads for Colorado’s ski areas, taking with it a large share of the organization’s budget. He believed that the group was spending too much on traditional print media and the funds could be put to better use via digital outlets.
These and other sharp-elbowed moves have earned Katz his share of detractors. At a leadership summit in late summer, he proudly ticked off some of the things he has been called: Machiavellian. Jackass. Calculating frat boy. Heartless. Managers shouldn’t try to be perfect, he told the crowd. In doing so, they lose their authenticity and their messages aren’t heard. “Some people don’t own the leader they are,” he says. “Some people are challenged with that. Not me!”
It is easier to accept criticism, of course, when the results are hard to dispute, and that is how Katz wants to keep it. He plans to focus now on standardizing services across Vail’s resorts and enhancing the use of technology, instead of adding new properties.
And, when time allows, he plans to ski.