November 15, 2019

Breakingviews: Carl Icahn prints money on both sides of HP-Xerox

by Breakingviews.

Carl Icahn is trying to force a deal – maybe almost any deal – between Xerox and HP. The activist was already influential at Xerox, the $8.5 billion copier group that last week offered over $30 billion to buy HP. Now he holds a smaller stake, but a more valuable investment, at the larger firm.

The Xerox offer for HP looks topsy-turvy. To avoid effectively paying a premium to be acquired by HP, Xerox would need to retain more than 50% of the enlarged company’s stock for its own shareholders. That limits how much of the deal can be in shares, and means Xerox would need to stump up some $25 billion of cash.

HP has essentially no net debt, but the needed borrowing would still leave the combined company under a net debt-to-EBITDA ratio approaching 5 times, Breakingviews calculates, a level that would create pressure to cut costs quickly and repay debt rather than invest in the business.

That’s often what activist investors want anyway, and Xerox has done some of it under Chief Executive John Visentin, installed 18 months ago after Icahn and fellow activist Darwin Deason led a rebellion against a proposed sale to Japan’s Fujifilm. Visentin struck a deal with Fujifilm to exit joint ventures and end a legal spat just before the offer for HP.

Xerox now needs something more, as do investors like Icahn. Sales are in decline, down 6.5% year-on-year in the most recent quarter. That limits the effectiveness of further cost-cutting. In contrast, the top line at the bigger, more diverse HP is growing modestly. CEO Enrique Lores could afford to borrow and return cash to investors to keep them sweet. Xerox may need HP more than HP needs Xerox.

The combination could still make sense. If Xerox’s suggested synergies of $2 billion or more a year are achievable there’s value to be found, even if that overlaps with $1 billion of annual savings HP is already targeting. If HP turned the tables and paid a premium for Xerox, that would give Icahn his exit. There may be other ways the two could combine their printing operations, too.

Absent Fujifilm, Xerox has few if any logical partners other than HP. No wonder Icahn thinks he can print money on both sides of any deal.

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