In its letter, D.E. Shaw takes issue with the lack of tangible commitments and deadlines for Emerson’s strategic review and stresses that some of its recommendations – such as making all board directors subject to annual elections – shouldn’t require that much deliberation in this day and age.
D.E. Shaw is justified in its wariness of Emerson kicking the can down the road. CEO David Farr has been in his role for 19 years and, according to analysts, he’s signaled he will retire in fiscal 2021 or 2022 and would prefer to leave any decision on a breakup to his successor. RBC analyst Deane Dray speculated earlier this month that a preliminary update on the outcome of Emerson’s strategic review may not come until the company’s annual analyst meeting in February. Emerson is 129 years old and on track to generate $18.5 billion in revenue this year; change doesn’t happen quickly at companies like that. But in a way, that reinforces the activist investor’s argument.
Emerson needs to reckon with its remaining vestiges of crusty corporate habits and old-school sprawl. Examples include the high personal usage by the CEO of that corporate jet fleet (which is managed by 40-plus employees and an intern, apparently), guaranteed three-year and staggered terms for board directors, and a jaw-dropping 18 separate office and factory buildings in the Houston area. Let’s hope none of those corporate jets fly empty behind Farr’s plane, in the vein of the reported practices of former General Electric Co. CEO Jeff Immelt.
Calling attention to those practices is a smart tactic that will resonate with fellow shareholders irked by Emerson’s lackluster returns, and should ramp up pressure on management to make changes more quickly. I would add to D.E. Shaw’s list of grievances a bias toward less transparency: Emerson is the only major industrial company I cover that declines to routinely webcast its presentations at major conferences.
The biggest change advocated by D.E. Shaw is a breakup of Emerson. It’s an idea that’s long been bandied about because the Emerson division that sells air-conditioner controls and food-disposal systems has little to do with the unit purveying automation equipment. The company has slimmed down already, divesting about $6 billion of revenue, including the network power business it cobbled together through billions of dollars worth of disappointing acquisitions. Analysts aren’t convinced that a bigger split would pay off in the stock price.
Emerson should be valued at about $73 a share based on the sum of its parts, according to the average of three analysts’ estimates. That’s just 3% higher than where Wall Street on average expected Emerson’s stock to rise over the next year before reports of D.E. Shaw’s involvement. The hedge fund, for its part, estimates Emerson could be valued at $77 if its parts were valued comparably to the average of its peers, a meaningful improvement but not a knock-your-socks-off game-changer. The real value comes through the combination of a breakup with the cost-cutting initiatives. In that scenario, D.E. Shaw sees the potential for Emerson’s valuation to rise to $101 a share. Analysts have long recognized that typical sum-of-the-parts estimates tend to underestimate the efficiency gains that come from more focused management teams, so there may be something to this kind of analysis.
The prospect of a deepening downturn in the industrial sector should add to the sense of urgency for the cost-cutting opportunities D.E. Shaw has identified. Emerson in August warned that $350 million of projects planned for 2019 had been pushed to next year, while $450 million of 2020 projects had been delayed to 2021. Analysts are bracing for those numbers to get worse when the company reports its fiscal-fourth-quarter results in November, and for its 2021 earnings goals to slip out of reach. D.E. Shaw estimates Emerson can cut more than $1 billion of costs by streamlining corporate functions and improving margins in its automation division. In response to the activist investor’s letter, Farr pointed out that Emerson was “one of the first industrial companies to address the concerning trends in the macroeconomic environment.” That’s true to an extent, but its own plan calls for $100 million in restructuring spending this year, less drastic than what D.E. Shaw is proposing.
I remain concerned that the industrial breakup craze is going too far and we don’t properly understand the longer-term implications of it. But the corporate-governance and cost-management shortcomings highlighted by D.E. Shaw will make it harder for Emerson’s management team to resist it.
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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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