The New Trend In Acquisitions: Mergers Of Equal But Different

Michael Bruno

Woodward, Hexcel, United Technologies, Raytheon, L3 Technologies and Harris at first glance have relatively little in common, except they are mostly midsize suppliers and specialists primarily serving the aerospace and defense (A&D) market.

Increasingly, that is exactly why they are pairing up—and if other recent deals are an indication, it could be one of the leading trends this year in A&D mergers and acquisitions (M&A).

On Jan. 12, aircraft motion-control specialist Woodward and composites leader Hexcel proposed stock merger to create one of the largest independent A&D suppliers, with capabilities running from wing and engine parts to advanced materials used to make aircraft construction lighter. The companies have minimal sales overlap, which could help ease approval by antitrust regulators.

The combined company, Woodward Hexcel, would hold key supplier positions on most major A&D programs, including: the Airbus A220, A320neo, A330neo and A350; the Boeing 737 MAX, 777X, 787 and Apache helicopter; Bombardier Global 7500; Embraer E-Jets E2; Gulfstream G500/600; and Lockheed Martin F-35 and CH-53.

Perhaps more important for shareholders, the “merger of equals” between Woodward and Hexcel could become a lucrative stake. According to the companies, their combined revenue of $5.3 billion would place the new Woodward Hexcel sixth among major A&D suppliers (see graph). What is more, the combined company, which will be based in Fort Collins, Colorado, should generate about $1 billion in free cash flow—the proceeds used to fuel shareholder returns—in its first year. In turn, around $1.5 billion is expected to be sent to shareholders within 18 months of the deal's completion. The deal is expected to close in the third quarter of 2020.

Initially, financial analysts who cover publicly traded A&D companies were surprised by the proposed combination. But tie-ups that see midsize specialists combining to provide greater portions of A&D systems and parts are likely to become more commonplace. Last summer, L3 Technologies and Harris paired to form L3Harris Technologies. By the summer of 2020, United Technologies and Raytheon are expected to close their own “merger of equals” to become Raytheon Technologies.

“I think this deal is very similar to several other aerospace deals that we've seen the last 3-4 years,” Credit Suisse analyst Rob Spingarn says of Woodward Hexcel. “Right off the bat, it looks a lot like Harris and L3. If you line up the PowerPoint presentations from the two deals, they are almost mirror images of each other.”

To that end, all of these companies have talked about increasing the amount of dollars spent on research and development (R&D). However, the so-called synergies from the combination of Raytheon Technologies are years off—assuming they occur at all—while rewards for shareholders will be almost immediate.

The CEOs of Woodward and Hexcel assert that they will spend $250 million on R&D in the first full year after the deal closes, which according to analysts, is roughly in line with what they were going to spend separately. At the same time, the combined company expects to cut at least $125 million worth of recurring and redundant costs.

Of course, each deal has its own criteria for justification: United Technologies looked to gain heft to fight off Airbus and Boeing supply-chain squeezes; Raytheon needed deeper pockets to fund defense technology plays; and L3 and Harris each wanted to become defense primes. Last but not least, Woodward and Hexcel CEOs say they see genuine opportunities to help commercial aviation become more sustainable through the lighter, more efficient design of aircraft and engines.

A&D M&A consultants are preparing to release their year-end summaries for 2019, but dealmakers already are telling Aviation Week they expect a robust environment for M&A deals in 2020, albeit not universally across the industry.

For instance, sub-tier commercial aviation suppliers like “mom and pop shops” will continue to be gobbled up, especially by private equity investors directly or through holding companies as they seek to form new middleweight suppliers. Defense technology specialists also remain hot targets, as evidenced by the mid-December announcement that government services heavyweight Leidos is buying boutique aircraft and defense systems provider Dynetics for $1.65 billion. But consolidation in space may take top billing amongst the bevy of startups funded by a venture capital surge in recent years, with major assets such as Maxar Technologies' MDA subsidiary being sold to private equity investors at the end of December.

Space-sector combinations could be another major trend for 2020, according to Matt O'Connell, managing partner at Seraphim Capital—the firm that funded the buildup of GeoEye, now a core part of Maxar after MDA. “I think there are a lot of deals out there waiting to be done,” he says.

https://aviationweek.com/air-transport/new-trend-acquisitions-mergers-equal-different?