Editor’s note: This story originally mischaracterized the terms of the termination fee that Berkshire Hathaway might have received when its bid for Oncor was rejected. Because of a court technicality, Berkshire Hathaway was not entitled to the break-up fee. The language of this story and its headline have been changed to reflect that.
Warren Buffett got oohs and aahs when people thought he’d bagged a $270 million breakup fee after his Berkshire Hathaway Energy was outbid for Oncor by Sempra Energy, which won the company with a $9.45 billion offer.
Buffett — true to form — refused to budge from his initial offer, an all-cash $9 billion bid for the Texas power transmission firm that serves 10 million customers. Oncor is a unit of Energy Future Holdings, which has spent three years in bankruptcy proceedings.
Such fees are part of the playbook in the world of multibillion-dollar deals.
“A breakup fee is fairly standard operating procedure,” said Cathy Seifert, equity analyst at CFRA, an independent research organization.
But, it seems, Berkshire didn’t get far enough along in its bid for Oncor to qualify for the fee.
Even if Berkshire could have claimed the full $270 million, some of that would have been offset by the costs — think lawyers, accountants, analysts, bankers — incurred by pursuing Oncor in the first place.
“There are expenses that one incurs putting together a bid and doing due diligence,” Seifert said. “It’s probably nowhere near $270 million, but breakup fees are also designed as a disincentive” for the firm being acquired against taking a bigger offer.
Sempra swooped in with its proposal at the last minute, topping Buffett and another bid by fellow billionaire Paul E. Singer’s hedge fund, Elliott Management.
“I don’t think (losing Oncor) is a big deal, at least not to Buffett,” said George Morgan, a professor of finance at the University of Nebraska at Omaha.
The more pressing issue is whether Buffett will be forced to change his takeover approach if he is going to find investments for the nearly $100 billion in cash that Berkshire Hathaway has on hand.
Berkshire commands a premium to the market because of Buffett’s success at finding businesses that grow his company faster than its peers. If that is going to continue, Buffett may have to change his take-it-or-leave-it approach to acquisitions that has historically avoided bidding wars.
“Berkshire’s organic growth is going to have to be supplemented with acquisitions to enable the company to retain its premium valuation,” Seifert said. “That dynamic is somewhat at odds with Berkshire’s current, low-key acquisition strategy and may make deploying its large cash pile challenging.”