How We Got a Corporatocracy

With all these bailout (banks, A.I.G., Bear Stearns, and, coming soon, autos!) it’s a wonder how we got to this point. Well, I found an interesting statistic. Taken from the history of the S&P 500’s top components and G.D.P. data we find out that the growth rate of the largest companies (A.I.G. and Citi were part of this group in 2006) has outpaced our economy by 6% annually. Stated another way, the market cap of the top 10 components of the S&P 500 has grown by, on average, 9.4% per year and the economy, as measured by G.D.P., has grown by around 3% per year. This data covers 27 years.

Now, I’m no math genius, but when you have a subset of the economy growing much faster than the economy, it points to a super-concentration of risk. Especially when the system is so inter-connected, perhaps the issue is that some companies became too big, ya think?

This sort of growth is a perfectly natural as a corollary to pay issues and other things. If I’m an executive, and I make money based on earnings, and I get paid in stock, then why not buy my competitors to enlarge my company and increase earnings, eliminate competition to expand margins and create more room for error in execution of business strategies, and use my newly-created larger company to invest even more in the business lines that are producing the best quarterly results? Well, I would! And they did.

But, if we are looking for stability in the system, and we really want the market to work wonders, then we want something different. We want lots of smaller, nimble competing businesses that are constantly keeping margins low and product innovations high. We do not want two or three super-sized businesses that are stable in their market share and merely looking to increase earnings through incremental improvements, and not innovation (G.M.? Ford? Chrysler? I’m looking at you). We don’t want an entire industry to consolidate to the point where they all start following each others innovations so that they can all go down with the ship if any one of them is wrong (Investment banks? Bear? Lehman? I’m looking at you now). And, as a taxpayer, I wouldn’t want a decline in the economy, when all businesses suffer, to jeopardize a set of companies that are too big to fail and not drag the economic state down with them–I would have to bail them out when I’m hurting most.

Those of you that are math geniuses know what comes next …  “=><=” (or “⊥”).

I guess we know who won out now. Maybe our leaders should figure out how to prevent this kind of consolidation. They do it with banks (obviously they took a very narrow view there).

Dear John Thain: Think Outside the Box with T.P.G.

Dear John Thain,

I am intrigued to see you talking to T.P.G., although the media seems to only care about discussing capital infusions from the P.E. firm and hedge fund manager. With the recent Clear Channel conflict reverberating throughout the financial system it’s never been more clear the friction points that exist between investment banks and the other firms with which they interact. Building a collaborative relationship with a large private equity firm will give Merrill the ability to innovate their business model and profit where other banks are trying to mitigate losses. Would T.P.G. be in a better position with Merrill seeding their funds? Absolutely. Would Merrill have a better franchise if they were assured to be retained as an adviser for all/most of T.P.G.’s acquisitions (and likewise for portfolio companies)? Absolutely. Would financing large deals be easier if both sides (lender and borrower) have a stake in the transaction being completed and the total P&L of the deal (debt and equity)? Absolutely.

The best part is the model already exists and been proven out: Goldman Sachs. Goldman Sachs Capital Partners is one of the top fee payers amongst private equity funds, showing a clear benefit to Goldman’s advisory business. Goldman has been able to be aggressive in moving loans throughout the recent credit market turmoil–having a large P.E. operation, the fee income from their equity investments provides a positive balance to the negative marks for loans. In good times Goldman’s private equity arm generated profitable loans for itself and other banks (wow, how far those days seem) and added to their total income associated with a transaction. Clearly this dynamic is superior to the situation the Clear Channel financing consortium found themselves in, suing the financial sponsors because the sponsors are making money and the banks aren’t.

Merrill would also have an extremely valuable asset in the T.P.G. brand, proven fund raising ability, and long track record–a benefit that other investment banks have pursued but not had much success in achieving, Goldman being the closest to an exception (or perhaps Morgan Stanley in the form of M.S.R.E.F.). Clearly these considerations are extremely similar to the considerations that drove Merrill’s decision to invest in a top brand in money management (Blackrock). Oh, and let’s not forget the alternative asset management platform Merrill will gain access to with T.P.G.-Axon.

So, Mr. Thain, what is my proposal? Well, I’m hardly an expert on structuring these sorts of transactions, but some specific points worth exploring come to mind:

• Merrill should take an equity stake in T.P.G. to align it’s interests with the performance of T.P.G.’s funds.
• Merrill and T.P.G. could form a J.V. where Merrill’s leveraged loan business would, partially or in its entirety, reside. This unit would be responsible for financing buyouts and servicing T.P.G.’s needs. Leveraged finance professionals, leveraged loan trading, and distribution of loans would occur in this unit.
• Merrill and either T.P.G.-Axon or T.P.G. itself (or both) could create an actively managed debt fund to opportunistically purchase corporate loans, real estate loans, etc. Merrill would provide some amount of leverage with T.P.G. using it’s deep relationships to acquire the rest. Some Merrill loans in inventory would seed this venture.
• Merrill would become an adviser to the various T.P.G. funds. I’m not sure if it’s permissible to “lock up” future advisory business, but certainly there would need to be an understanding for a strong preference for Merrill to be included on all advisory work.
• Merrill’s current private equity business, where allowed and not in violation of any agreement (O.M. terms, perhaps), would sell it’s private equity business to T.P.G.
• Merrill and T.P.G. could institute a program for high net worth brokerage/private wealth clients to invest in T.P.G. funds.

Those are just some of the points that could lead to a productive and profitable relationship. This would turn other firms’ weaknesses and conflicts into an opportunity for Merrill. There are, obviously, tons of places where such an arrangement could break down (valuation of businesses, legal constraints, logistical issues, compliance and conflicts, etc.) but innovating the business model of Wall St. is going to set the stage for the next boom, in much the same way firms have failed this time around by, for example, relying on the same distribution-centric business models for new, unproven products. Just a thought.

Sincerely,

DearJohnThain

Answering a Question

I was looking at something related to energy in the V.C. space today, and someone asked me, “What is your interest in energy?”

My answer was as follows:

One primary interest is the next generation of fuels and technologies to power our every day needs. As climate change and environmental issues come to the forefront it is going to be very lucrative for companies to begin advancing what are now fringe energy sources and making them more efficient. My personal belief is that startups will provide the greatest way for innovators to monetize their insights and large energy companies are more focused on stretching their current energy generation methods, rather than pioneering new ones.

Now, naturally, your first thought might be of some sort of gagging noise. Fair enough. But the insight that I had during this stream of consciousness moment was that perhaps this is why disruptive technologies come from unexpected places. If I’m a large energy company, like Exxon, why would I ever want to find, let alone release, a new method of extracting energy from oil that’s 10x more efficient or a new way of turning other fuel sources into viable alternatives for automobiles? I wouldn’t. Also, startups produce these things because people who discover these innovations don’t want to pass them up a corporate food chain and hope they get a 10% bump in their bonus or salary, they want to be at the forefront of making the hundreds of millions of dollars from these discoveries. Entrepreneurial spirit indeed…

Confessions of an Internet Denizen (An open letter to Google.)

Dear Google,

I think you’re super. You have some incredible applications that you provide for free and that I enjoy very much. You’re not evil. You even love clouds, just like me! We’ve built up enough of a relationship where we can be honest with each other, right? Well, here goes…. I’m not really searching for anything. Yep, it’s true. Let me explain.

When I go to you, Google, I’m not really looking for something. Nope, it’s a myth. At least, I’m not looking in the same sense I’m looking for that missing sock or where I ate dinner that one night–I’m looking for the answer to my question. Certainly it’s been a long enough time that you can stop telling me which pages are most relevant to me, and actually just answer my question. The true power of processing billions web pages should be that you can learn from their content, not just retrieve links in short order.

Think about this, Google, “Why do people go to Wikipedia?” Well, people go there  because they have a singularity of purpose. It’s simple. There is a fact they are “looking up”… very different. When I want to know, “How do I get Windows to stop spitting out a certain error message?” I don’t want to see every instance of someone else asking the same question. Google, I think you should strive to become, not a hub, but an authority.

Perhaps this explains why Yahoo! Answers is so successful. The “money line” even is right in the post I just linked to:

According to [a] Harris survey … 81 percent [of respondents said] that they would look to the Internet for answers if the service was free and 77 percent saying that they would look to the Internet if they knew they would receive instantaneous responses.

See Google? Web 2.0 has focused on turning the Web, one of the front-lines of the internet, into a more social experience. Technology took interactivity to new heights and allowed usable applications to be Web-based. Collaboration and a new experience colored the past five or so years. Web 3.0 is already on the horizon. Taking free-form web content and giving it some kind of structure to make processing easier is the next stage.

Ok, now, I know what you’re thinking, Google. You’re thinking, “Ha! And kill my ad business? If I tell people what they want to know then why would they ever click on a link someone pays to put there?” Well, Google, good point. However, you’re thinking about this all wrong. First, you can still put ads on a site that delivers more specific information (also see Yahoo! Answers). Second, think in two dimensions! If your market share takes a massive leap (by both grabbing a larger percentage of searches and by increasing the usefulness, and thus overall volume, of searches), which an innovative and technically difficult product like I’m describing will certainly facilitate, then you will clearly be able to monetize more traffic.

Google, the natural course of innovation has been showed to you by the ebb and flow of what has taken hold on the Web. Now, all the pieces are aligned. The next step is using the Web as a huge knowledge base. Everyone else is focused on revenue and advertising dollars as the drivers to innovation for search engines. Once the next product comes online, the next evolution in how people use the Web, the competition, still trying to figure out how to perfect the old concept will be left in the dust. Just a thought.

Sincerely,

Dear John Thain