dwarfEarlier this week it was announced that Mars Petcare had acquired Whistle Labs, designer and marketer of activity monitoring and asset tracking solutions for small companion animals.  The deal was valued at $117 million (or $119 million depending on the source of information).  Whistle had raised $25 million in outside capital, including $21 million in two institutional rounds, including a $15 million Series B round in January 2015, led by Nokia Growth Partners.  The Series B also including participation from, among others,  Melo7 Tech Ventures (the equity fund of Carmelo Anthony, NBA superstar) and QueensBridge Venture Partner (the equity fund of Nasir Jones, world famous rapper).  The post-money on the Series B was reported to be $26.65 million, meaning these investors made a ~ 4.5x cash-on-cash return on the sale and triple digit internal rate of return based on the short duration.

When Whistle launched its solution set the market was bifurcated between activity monitoring and asset tracking.  The asset tracking side was being addressed largely by companies that were re-purposing technology that had been deployed in more traditional markets, such as logistics, automobile tracking, or human tracking (yes these do exist).  However, these companies did not necessarily recognize the emotional engagement aspects of the pet space, and did little to build community.  The network costs of these businesses were high, and the user base was small.  Given that the initial hardware purchase was subsidized, these businesses lost money, sometimes large amounts of it.  Further, there was no effective retail channel for this class of products as the major pet specialty retailers were not well situated to sell a $200 device with a monthly subscription attached thereto or explain the value proposition effectively to customers, and therefore the market was slow to emerge. Traditional channels, such as consumer electronics and mobile phone centers, were no more effective at attracting pet owners let alone articulating the purchase rationale.  It did not help that most of these solutions had large form factors and minimal visual appeal.

In contrast, Whistle brought to market an activity tracker with a high level of aesthetic appeal at a much lower cost.  Of significance, gone were the monthly subscriptions.  The problem was the market wanted asset tracking as the linkage between the activity monitor and the benefits use case was just not obvious to pet owners.  In short, there was data but not much to do with it and sharing it was cumbersome.  Much like the early human activity tracking sector, the real value of these devices did not emerge until the ecosystem and community aspect developed. Whistle would use part of its Series B financing to acquire Snaptracs, the Qualcomm based asset tracking solution that it spun out in 2013.  Using their industrial engineering acumen, Whistle combined the two solution sets into a best of breed offering and the business began to accelerate.

About the time of the Series B, Whistle began collaborating with Mars on the use cases of its device.  The challenge became how do you balance the venture capitalists agenda — drive brand, drive sales, drive community — with the Mars agenda around linking the data to wellness outcomes and product sales.  In the end, we believe Mars acquired Whistle to enable its agenda to become central to the future of the business.  Given that the lifetime value of a subscriber was high as the revenue was recurring, shareholder value increased exponentially.

While the acquisition and the prevailing purchase price will certainly give momentum to the connected pet space, the perceived rationale is somewhat vexing to rationalize.  Connected pet solutions that have been funded and launched into the market over the past few years have focused more on emotive connections (remote viewing, remote treating, automated feeding) than wellness outcomes, and here we have an acquisition rationale that we believe is tied more to healthcare outcomes than humanization. That is not to say the deal won’t be effective in catalyzing more investment and further M&A; the return profile will ensure that happens.

This deal very much validates the space, and we have been on record suggesting more large consolidators get into connected pet since 2013, when we marketed the Snaptracs business for sale.  We believe other large players will have to take notice and find avenues to take a position in connected pet. Further, we think the Mars acquisition rationale is specific to them and does not require a pivot by other operators to enhance their focus on wellness.  Mars is unique in that it is the only enterprise that has both veterinary hospitals and branded companion animal consumables, and therefore could view Whistle in a unique way and justify the purchase price as a result. It does help that they are a very large private enterprise and do not have to kowtow to outside shareholders.

One of the key themes we witnessed at the most recent Global Pet Expo was a proliferation of solutions aimed at connecting owners to their pets wherever they were resident at the time — the home, the grooming salon, the daycare or dog walker, the boarding facility. etc.  Expect the Whistle deal to give them all more conviction and attract a host of new entrants seeking to capitalize on the market opportunity. Ultimately, pet owners stand to benefit most.

/bryan

Note: This blog is for informational purposes only. The opinions expressed reflect my view as of the publishing date, which are subject to change.  While this post utilizes data sources I consider reliable, I cannot guarantee the accuracy of any third party cited herein.

 

 

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beakersHistorically, the discourse around pet food delivered in alternative form factors (fresh/frozen, freeze-dried, dehydrated) has focused on the merits, or lack thereof, associated with feeding your pet raw protein. Lost behind the countless articles delving into the pros and cons of raw, has been the growth in both size and importance of this sub-category, and the value it has created for those who invested early in this category.

According to GfK point-of-sale data from the pet specialty channel for the 12 months ended August 2015, alternative form factor pet food was, in approximate terms, a $175 million market.  Based on these same figures for the prior year period, this represents 50%+ growth for the category.  When you add to this annualized IRI MULO data for fresh/frozen pet food sold in the mass market and apply an adjustment to GfK’s estimate of dehydrated pet food, which we know to be low, and the total market is approaching $750 million, growing at 30% – 35%.  While relative to dry kibble, this market is in fact small, it is meaningful, and in combination with its growth rate, cannot be ignored by the large strategic buyers in the space.

Validation of this notion began to accelerate in 2H2014 when Agrolimen SA, a Spanish privately-held producer of food and other consumer goods, quietly acquired a controlling stake in Nature’s Variety, the market leader in freeze-dried raw pet food, from Catterton Partners.  This was followed closely by the successful initial public offering by Freshpet, Inc. (NASDAQ: FPRT), which currently trades at 2.3x Revenue despite some challenges in the roll-out of their refrigerator program among several large retail accounts.

After a brief fallow period, further validation arrived in the form of Nestle SA’s acquisition of Merrick Pet Care. While Merrick’s market entry into the freeze dried raw space (Backcountry), was nascent, the fact that they had an in-market offering was clearly a benefit to the deal.  Around this same period, Stella & Chewy’s, LLC, a portfolio company of Stripes Group,  and the market leader in freeze-dried raw sold in the independent pet store channel, transitioned into a new 164,000 square-foot facility in Oak Creek, Wisconsin, funded by a debt package sourced by the company in early 2015.  On January 7, 2016, the company announced it had hired a highly seasoned consumer industry executive to run the company and recruited pet industry executive Mark Sapir as Chief Marketing Officer.  Sapir most recently served as VP of Marketing & Innovation at Merrick.  Finally, on January 8, 2016, it was disclosed that WellPet, LLC, a portfolio company of Berwind Corporation, and the owners of the Old Mother Hubbard (which had been previously owned by Catterton) and Eagle Pack Brands, had acquires Sojourner Farms, LLC, doing business as Sojos. Sojos is number two or three player in the dehydrated pet food space.  In addition to providing validation of both the freeze-dried raw and dehydrated solution set, it also provides further evidence that larger players in the consumables space will buy smaller brands, especially if those brands resonate with premium customers who shop independent pet specialty.

So what does this all mean? I believe there are two conclusions that can be drawn. First, that the alternative form factor pet food market is a real sub-category and mid-sized to large players need to pay attention to it, because consumers are buying into the category, and have a response for how to compete within it or counter its proliferation going forward. The category is no longer a novelty, something that market leaders can simply write off or ignore.  Second, it’s going to result in more transactions as strategics buy into the space in an effort to deliver a competitive response. The winners of this coming-of-age will be the entrepreneurs who pioneered the category and the private/growth equity firms that supported them.  With a limited set of properties available, it could send valuations, which have been trending down, back towards the upper end of the historical multiple range.

/bryan

Note: This blog is for informational purposes only. The opinions expressed reflect my view as of the publishing date, which are subject to change.  While this post utilizes data sources I consider reliable, I cannot guarantee the accuracy of any third party cited herein.

 

 

 

 

 

petcoOn November 23rd, CVC Capital Partners Limited and Canada Pension Plan Investment Board (the “Buyout Group”) signed a definitive agreement to acquire PETCO Animal Supplies, Inc. (“Petco”) from TPG Capital, L.P., Leonard Green & Partners, L.P., and friends for $4.6 billion. The deal values Petco at approximately 10.0x my pro-forma TTM Adjusted EBITDA for Petco as of October 31, 2015. This contrasts with the 9.0x TTM Adjusted EBITDA for the acquisition of PetSmart by BC Partners.  It is rumored that the Buyout Group was able to arrange approximately $3 billion of debt financing to support the deal.  Notably, both Petco and PetSmart will be owned by foreign investors assuming the deal closes.

It should come as no surprise that Petco opted for a private equity sale. Too much time had passed since the September 18th media leaks to believe a Petco / PetSmart combination would come together.  The case for public equity offering also faced numerous headwinds — a) broader stock market volatility driven by macro-political risk (Syria, ISIS, China), b) weaker than anticipated earnings among publicly traded retailers (as of November 20th over 40% of the retailers in the S&P 500 had posted earnings misses for 3Q2015), c) weak October retail sales (0.1% increase versus 0.3% consensus) and d) falling consumer confidence (lowest levels this year and a steep drop from October).  Against this backdrop, a trade sale was the most attractive option, even if debt market support for the deal had been choppy.  We generally consider 10.0X the break-point for specialty retailer M&A, above which history has not looked kindly on the buyer from a shareholder value creation standpoint.

The most pressing question now is who will lead the acquired organization going forward.  Jim Meyers, who has been in the CEO role since March 2004 (he was named Chairman earlier this year), and his team has lead Pecto back to a position of prominence.  Based on the S-1, Petco was posting stronger growth and better unit economics than its larger rival.  However, if history is a guide, large private equity deals seldom result in a staying of the course. In a small amount of irony, it is possible, though unlikely, that David Lenhardt could be running Petco a year after being ousted from PetSmart. Stranger things have happened.

If the Buyout Group is smart, they will purse incremental changes at Petco as opposed to a holistic approach to transformation. While there are certainly cost inefficiencies to be rung out of the system, Petco’s value is in how well it is currently situated from a growth standpoint with its greater emphasis on wellness, its multi-box positioning, its omnichannel reach and its under penetration in private label.  Further, with PetSmart deeply invested in its cost containment program, now is the time for Petco to press on the growth accelerator.  Someone is going to grab the brass ring and if not Petco, the chase will be led by Pet Supplies Plus, Pet Valu or a series of financially supported independent chains.

The next year should be an interesting one is large box pet retail land.  Regrettably we won’t be getting much transparency into either business any time soon.

/bryan

Note: This blog is for informational purposes only. The opinions expressed reflect my view as of the publishing date, which are subject to change.  While this post utilizes data sources I consider reliable, I cannot guarantee the accuracy of any third party cited herein.

 

 

 

 

 

puzzleLast week, it became public knowledge that PetSmart and Petco Animal Supplies were engaged in “merger” discussions.  Back when PetSmart was under pressure from activist shareholders, we discounted the potential for a deal that would bring together the two leading pet specialty retailers. Our analysis was based on the notion that if these two companies were ever to combine, PetSmart would be the more natural acquirer given its relative size, strong balance sheet, and cleaner ownership dynamic. However, companies in play don’t tend to be net buyers of assets. As expected the deal did not come to pass.

Since that time, much has changed.  Most notably, the two companies are both private entities, which makes a deal more likely in our estimation.  Bringing these two assets together will be a messy process given the high levels of overlap between the two businesses — retail locations, warehouses, systems, people, processes.  For a merger integration process of that complexity to play out within the purview of the public markets would be problematic at best.  Additionally, the information playing field has been leveled with the filing of Petco’s S-1.  Previously, dialog between these two companies was hampered by the fact that PetSmart did not want to further educate its primary competitor on the details of its business without some transparency into the condition of Petco as a buyer. With the filing of the S-1 we now have insight into Petco’s historical and current business performance and that data should be sufficient for PetSmart to form a preliminary view as to the attractiveness of a combination. Of greatest significance, it will enable them to ascertain whether a deal could be financed solely with debt. If so, the probability of PetSmart making a strong play for Petco would increase. Third, we now have some clear transaction motivation at Petco — go public or be acquired.  A year ago, such impetus was lacking. Given that the recent volatility in the equity markets has made a public offering less likely, a sale to the party who can underwrite the most synergies makes more sense than ever.

While the fact pattern above is compelling, a combination will likely come down to the perception that the transaction can clear antitrust.  Recall that PetSmart had numerous discussions with what appeared to be Petco during its exploration of alternatives and came to the conclusion that the deal would not clear antitrust (article here).  It appears Petco was more concerned about the potential for an antitrust review to have an unfavorable outcome. A review of the transaction by the Federal Trade Commission (FTC) will hinge upon traditional benchmarks such as market share and price competitiveness, but also market concentration, which is also a consideration with horizontal mergers. While we are not antitrust experts, we believe the deal would undergo considerable scrutiny as follows:

  • Market Definition. How the FTC defines the competitive market for the sale of pet products will be the central risk to a transaction.  The FTC has previously scuppered deals (Whole Foods – Wild Oats, Staples – Office Depot) where it defined the sales market for the product narrowly. If the FTC views PetSmart’s and Petco’s competitive position to include all FDM retailers as well the veterinary supply channel, it’s market share hovers around 20% for both pet products broadly as well as pet food sales. However, if the competitive landscape is viewed as other pet specialty retailers, including independents, that market share rises to unacceptable levels from an antitrust perspective, and would likely result in strong resistance to a deal.  While a more broad market definition has some inherent logic, the channel tied nature of the product mix, especially as it relates to consumables, undermines that logic.
  • Pricing. Pricing is a paramount consideration for the FTC when evaluating a business combination.  Ultimately, the government seeks to protect consumers from being disadvantaged at the cash register when choice contracts. Of interest to the FTC in these circumstances is how pricing might react in defined geographies.  While we do not have access to, or know of for that matter, any comprehensive pricing studies for the pet specialty market, we do not believe that, on its face, pricing related risk is elevated here. However, if there is an Achilles heel in this analysis it is that PetSmart and Petco collectively control in excess of 50% of the sale of channel exclusive pet foods. That said, both PetSmart and Petco experience pricing pressure from both independent retailers and the online channel as it relates to the consumables category, the later being important given the shifting demographics of pet ownership away from Baby Boomers and towards Millennials, who are more prone to using online venues to procure products. Additionally, we have seen a proliferation of premium food in FDM. Further, numerous substitutes for these products are available in the independent channel. Ultimately, the FTC may choose to evaluate the sale of premium pet food as its own market and assess the potential antitrust risk accordingly.
  • Concentration. The FTC also considers the potential for market concentration from horizontal mergers. There is significant overlap in retail footprints of Petco and PetSmart. Over 70% of PetSmart stores are within five miles of a Petco location. The FTC analyzes market concentration according to the Herfindahl-Hirschman Index (HHI).  Where HHI levels are elevated, meaning increased concentration, there is more scrutiny applied to the transaction. HHI is influenced by the number and size of competitors in a given MSA. Therefore if the market is defined more broadly per the above, the potential for HHI risk being exacerbated declines.  We believe that a narrowly defined market definition would likely result if considerable HHI driven scrutiny, which may result in required levels of store divestitures in order to obtain antitrust clearance.

The potential for a PetSmart / Petco combinations really comes down to two factors.  First, if the private equity owners of PetSmart are willing to take the merger integration risk of a Petco combination this early in their ownership lifecycle. Second, is whether you believe the FTC will take a broad view when defining the market for the sale of pet products.  We see support for arguments on both sides.

/bryan

Note: This blog is for informational purposes only. The opinions expressed reflect my view as of the publishing date, which are subject to change.  While this post utilizes data sources I consider reliable, I cannot guarantee the accuracy of any third party cited herein.

aisleThe first quarter of 2015 has seen an unprecedented amount of announced and closed deals for the pet industry.  In combination, the acquisitions of Big Heart Brands and MWI Veterinary Supply coupled with the take private of PetSmart resulted in a combined deal consideration of $17 billion.  Not since Nestle S.A.’s acquisition of Ralston Purina for $12.1 billion in 2001 has the industry experienced such transaction volume, measured on a dollar basis, in a concentrated period. What is most notable about the Big Heart Brands and MWI Veterinary Supply transactions, beyond the headline valuations, is that they were driven by a convergence theme — that the companion animal industry has becoming comparable to its human corollary as to justify combinations across the aisle.  So much so, that major players on the human side can justify buying into the pet side at premium prices.

Consider Smucker’s acquisition of Big Heart.  Smucker’s, best known for their business in fruit spreads, coffee, and food service, has been experiencing revenue contraction and profit erosion since 2013, driven by declines in all lines of business. In an effort to reverse these declines the company, with one stroke of a pen, morphed itself into a pet business. Big Heart Brands is expected to deliver $2.4 billion in sales in 2015 to the combined entity, more than any other current line of business for Smucker’s. Big Heart is expected to grow between 5% – 6% each of the next two years, versus the balance of the company whose growth declined 4.9% in 2014 and whose growth is expected to decline another 4.1% in 2015. Three notable quotes from the company as part of the transaction speak to the convergence rationale of the acquisition:

  • “With approximately two-thirds of U.S. households having at least one family pet, we will now be able to serve the mealtime and snacking needs of the whole family.”
  • “[Big Heart Brands] fits extremely well with our purpose of bringing families together to share memorable meals and moments. And one of the key parts of the family nowadays, and probably has been historically, is your family pet.”
  • “Our competency is really connecting with our consumers and building an emotional bond with our customers. Pet foods is the same way. And so, we really see a real opportunity for continuing to build that bond with the consumer. And once you do that, you can really have great products at a right price.”

Additionally, as conventional grocery seeks to recover its share of the companion animal consumables pie, Smucker’s will be serving largely the same retailer base from a supply standpoint adding additional comfort to the contemplated transaction.

The acquisition of MWI Veterinary Supply by AmerisourceBergen is not the first instance of a veterinary supply business merging into a company involved in servicing the human health market. However, the deal between the largest human pharmaceutical distribution company and one of the leading independent players in pet medications was also borne out of their similarities. In a discussion of the deal rationale, the following key comments are notable from AmerisourceBergen CEO Steve Collis as it relates to convergence:

  • “As we got to know the MWI business better, it was more pharmaceutical-centric than we had realized.”
  • “We really felt that there was a lot of complexity in this business, a lot of ability to drive new products, working with manufacturers, and an opportunity for global expansion that really dovetailed well into some of the past experiences AmerisourceBergen had enjoyed and had experience and been successful at.”
  • “You know, they’re just a strong cultural fit. These are operators that are passionate about their business, that are trying to draw value for their customers and their stakeholders every day, so the two companies just could not have got on better.”

Notably in the deal announcement, AmerisourceBergen  stated that entering into the animal health market was a logical extension for the company and the fact that each of the businesses relied largely on the same core competencies gave them comfort in the potential for the combination.  Like the Smucker’s/Big Heart deal above, Collis made it clear they pursued the combination for the growth potential the pet industry offered them despite the fact AmerisourceBergen has produced robust topline growth in each of the past two fiscal years.

It will be interesting to watch how each of these deals delivers, or fails to deliver, on the anticipated potential of the combination.  To the extent that these transactions are part of a broader theme, multiples for pet related exits could reach even further into the stratosphere. The pet industry has been wanting for improved exit market dynamics and these examples provide optimism that companies serving the human market might now be ready to become serial acquirors of pet related properties. 

/bryan 

 Note: This blog is for informational purposes only. The opinions expressed reflect my view as of the publishing date, which are subject to change.  While this post utilizes data sources I consider reliable, I cannot guarantee the accuracy of any third party cited herein.

fresh2Earlier this month, pet food marketer, Freshpet pulled off a successful initial public offering, raising $156 million. The company, which generated $74.5 million in sales and $23.1 million in losses for the 12 month period ended June 30, 2014, priced its IPO at $15, higher than the anticipated $12 – $14 range. The stock enjoyed an opening day “pop” of approximately 27%.  Freshpet occupies some pretty attractive real estate in the form of 12,500 branded refrigerators.  Those units include distribution (as of September 30, 2014) in Wal Mart (1,607 stores), PETCO (1,364 stores), PetSmart (1,306 stores), Target (1,157 stores), Kroger (972 stores) and Whole Foods Market (226 stores).  The company was backed by Mid-Ocean Partners, a New York based private equity fund, who, for all intents and purposes, salvaged the company in 2011 after it burned through the original undisclosed investment it received from Tyson’s Foods, who is the primary protein supplier to the company and remains a minority shareholder.

At is current enterprise value of $676 million (November 24, 2014), Freshpet’s public equity trades at 9.1x multiple of revenue.  In contrast, publicly observable acquisition multiples for the most attractive pet food assets have historically topped out at 3.7x revenue (Del Monte Foods / The Meow Mix Company, March, 2006). This convergence of circumstances has led many too ask, often using colorful language, how the market might justify such a premium. Here is my response:

  • When a Number if Not the Number. When a company goes public, there is a collaborative process to create positive momentum for the stock price.  The supply chain has the company selling at a discount to the underwriter who in turn sells at a discount to institutional investors and sprinkles some of the well connected general investing public. Those not in this inner circle who seek to access the stock are forced to bid it up in an effort to acquire a position.  The resulting supply/demand imbalance generally buoys the stock price for some period, ideally until fundamentals catch-up to the price. In the period immediately following a public offering, there is limited downward pressure, outside of broader market fundamentals, on the stock until it posts earnings or the lock-up period expires. As such, the prevailing price is simply the price you can buy or sell the stock for right now rather than indicative of the long range, or fair-market valuation of the company.  You can see other examples of this trend in practice with other recent pet related IPOs Pets-At-Home Group (LSE:PETS) and Trupanion (NYSE:TRUP) both of which, after a brief honeymoon period wherein the stock was supported by the supply/demand imbalance, have seen their multiples revert to the mean for their business respective models.
  • Don’t Underestimate the Pent-Up Demand. Retail investors love the pet space because, for companion animal owners, it is easy for them to understand. However, as we have detailed before, there is a lack of pure play pet companies, especially in the consumables category.  Investors can play the retail space through PetSmart (NasdaqGS:PETM) and Pets-At-Home, the health care space through VCA Antech (NasdaqGS:WOOF), Zoetis (NYSE:ZTS), and Neogen (NasdaqGS:NEOG), and distribution through MWI Veterinary Supply (NasdaqGS:MWIV). However, opportunities to invest directly in pet food and treats are non-existent.  The three biggest players — Purina (subsidiary), Mars (private), and Big Heart Brands (private) do not currently offer that opportunity. As someone who subscribes to the Peter Lynch theory of investing (i.e., go with what you know) I can see why retail investors might be willing to pay a premium to get access to the sub-sector given its growth profile, consolidation multiples, and recession resistant dynamics.
  • Compelling Business Attributes.  What is overlooked in the analysis above is the fact that Freshpet has some compelling business attributes that should be ascribed a premium price.  The company’s refrigerator inventory occupies some valuable real estate and the business model is such that retailers are unlikely to support multiple players, providing Freshpet with a first mover advantage and considerable barriers to entry once that cost is underwritten.  Ultimately, the company might become a toll taker whereby it is paid to host third party products in its established real estate. Also consider that Freshpet reports that its refrigerator units reach cash flow breakeven in 15 months. If we assume the company will generate approximately $81.6 million in sales this year (the most recent reported quarter (2Q2014) annualized), this translates to approximate $18/per refrigerator/day to support this breakeven point.  One and one half six pound tubes of the company’s Vital brand would essentially cover that daily revenue bogey.  As revenues scale breakeven per refrigerator will come more quickly, thereby enhancing cash flow.  Finally, the cost premium, while significant is not that far out of market for owners already feeding their pet super premium solutions.  Consider that an active 50 pound dog would go through at 28.6 pound bag of Orijen premium pet food (made by Champion Pet Foods) in 23 – 27 days (based on the brand’s feeding guidelines here) at a cost of approximately $3.75 – $4.25/day based on an in-store retail ring with sales tax.  That same active 50 pound dog would go through a six pound tube of Freshpet Vital in 4 – 5 days, at a cost of approximately $3.50 – $4.40/day. While the disparity gets larger with the size of your dog or as you indulge in more exotic Freshpet offerings, and the price variance is much greater versus mass market kibble, it is not all that out of line for a premium consumer.

The net of all this is that the current equity price of Freshpet is hard to fathom.  While the current price is being artificial inflated, the business has some operating characteristics that support a premium.  I won’t hazard to guess what Freshpet will be worth once the trading shackles are off, but we have seen examples of where companies that are pioneering unique niches in the food space can enjoy strong multiples from some time (see Annie’s).  However, invariably company performance will have to accelerate meaningful to support even the prevailing enterprise value.

/bryan

Note: This blog is for informational purposes only. The opinions expressed reflect my view as of the publishing date, which are subject to change.  While this post utilizes data sources I consider reliable, I cannot guarantee the accuracy of any third party cited herein.

fly in soupOn its way to a date with a public security listing, Blue Buffalo ran into a small problem.  It seems there was a fly in their soup; one which they claim to have been blissfully unaware.  Equally embarrassing was the fact their fiercest rival, Nestle Purina, had been the source of the discovery.  What followed the initial accusation is either evidence of the power the independent premium pet food company wields or the first act in a Greek tragedy. The outcome is likely to have an impact on the pet food industry investment and the pet food M&A landscape.

In March 2014, it was leaked that Blue Buffalo, the $600+ million revenue independent premium pet food marketer, had selected a trio of lead arrangers for its public offering. The company had, for years, been rumored to be on and off the market seeking a buyer at prices between $2 – $3 billion depending on the timing of the speculation. It appeared that the company was now ready to tap the public markets for liquidity, an event that filled the industry with equal parts fear and excitement.

Two months after the leak, Nestle Purina filed a lawsuit in federal court alleging its competitor was lying about the contents of its products. Nestle claimed that independent tests show that Blue Buffalo uses chicken byproducts and corn in some of its food formulations — despite making marketing claims to the contrary.  Nestle would later amend its case to dispute other product claims on kibble, treats, and even cat litter. The fact that the industries top dog would undertake efforts to undermine Blue Buffalo came as a surprise to many.  Many speculated it was a tactic to lower the potential acquisition price for the brand.  Blue Buffalo returned the volley several days later counter-suing Purina for defamation, a summary of which can be seen here.

In a letter to customers, Blue Buffalo Founder and Chairman, Bill Bishop wrote:

“It is an easy thing to make unsubstantiated claims, put them in a lawsuit and then publish them all over the Web to disparage and defame a company. It is quite another thing to prove those allegations… We will prove these and other matters in court with good reliable evidence, and we look forward to disproving the voodoo science that Nestlé Purina relied on to support their outrageous allegations.”

The complete responses from Bishop can be seen here and here. Later, Bishop would go all in on a letter to the editor of Businessweek that can be seen here.  During the process, the National Advertisers Review Board (NARB) recommended that Blue Buffalo modify marketing claims it was making about competing products.  While Blue Buffalo disagreed with the the conclusions of the NARB, they agreed to take into account their recommendations in the future.  Details of the review hearing, recommendation, and associated reaction can be seen here.

Upon reading the first letter of response, I knew Nestle had something.  History has shown that the de facto strategy for the guilty is to attack not the claim but the science of the test and the party administering it. If professional sports is a relevant proxy, sometimes that plan works.  So Blue Buffalo then set out to undermine the validity of the Purina’s independent test going so far as to claim the laboratory involved had “dubious scientific credentials.”  The company’s critique of Windsor Labs and its scientific findings can be seen here.

As it appeared the two sides were heading to court, Blue Buffalo issued a statement that one of its suppliers had mislabeled ingredients sent to their customers, which could (that choice of words is important) have resulted in Blue Buffalo product being made with poultry by-product meal.  That statement can be seen here.  While it is notable that Blue Buffalo is acknowledging some of Nestle’s claims, it is passing the buck to its supplier.  While Wilber-Ellis has a history of recall related issues, the names of other pet food companies who may have received mislabeled ingredients, as Blue Buffalo claims, have not surfaced.  Since the FDA and Wilber are choosing to remain silent on this issue (the FDA views those names, if any, to be confidential information), it would be natural to speculate that there are no other names and in fact, this circumstance was known to Blue Buffalo.  However, that is merely speculative. What is also interesting is that Blue Buffalo has not issued a voluntary recall (the FDA does not mandate a recall in cases where the ingredients involved do not have a reasonable probability of causing serious adverse health consequences), has not disclosed probable lot numbers, or offered to refund customers their money.  So far the strategy seems to be working as they have not wavered from their approach.

What happens next is likely to impact pet food investing and M&A.  If the circumstance above results in Blue Buffalo modifying or pulling its IPO plans, or going public and experiencing diminished value, or selling at a diminished value, it will be yet another cautionary tale of how supply chain issues can quickly erase equity returns hard earned over time in the pet space.  This may lead to investors pursuing pet consumables investments with greater caution and scrutiny.  Further, pet consumables M&A may come with more strings attached — broader seller representations and warranties, higher indemnification caps, etc. — or at lower valuations to account for this risk.  Companies that can demonstrate control over the product they put in the bag should also be ascribed a premium.  Owning your production assets becomes, in fact, more valuable. That written, if Blue Buffalo is able to hold shelf space, avoid a recall, and move forward with its liquidity plans, it will, in fact, validate how powerful the leading independent brand really is.

My view is the marketer is ultimately responsible for ensuring that the product in the bag matches the associated claims.  However, absent consumer lash-back, Blue Buffalo is unlikely to suffer much.  Further, given how much traffic their products drive at retail, pet specialty chains are more likely to accept the “it’s not our fault” explanation.  In the meantime, Blue Buffalo may get to see the results of the Freshpet IPO before confirming its path.  Freshpet is expected to price on November 6th.  At the mid-point of the range, Freshpet would command a fully diluted value of $414 million.  Based on estimated 2014 revenue, that would value the company at 3.5x – 4.0x revenue.  Those multiples would only serve to validate Blue Buffalo purported $3 billion price tag.

/bryan

Note: This blog is for informational purposes only. The opinions expressed reflect my view as of the publishing date, which are subject to change.  While this post utilizes data sources I consider reliable, I cannot guarantee the accuracy of any third party cited herein.