2018 LSU Transactional Competition Case Statement

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1 Factual Background 1. Morello Bottle & Jar Company (the Company ) was founded in 1884 by Antonio Morello. Newly arrived from Venice and an experienced glassmaker, Morello saw an opportunity to provide decorative glass containers to Louisiana s fruit farmers. From these humble beginnings, the Company grew to become one of the country s largest manufacturers of specialty glass containers. Now run by a fourth generation of Morello s, the company continues to occupy its original location just outside of Vineland, Louisiana. 2. Once one of the largest employers in the area, the Company has seen its business decline over the past decades as glass production has shifted to lower-cost venues, the sale of pre-packaged food has declined and food companies have shifted to non-glass containers. While Morello has seen its business erode like the American glass manufacturing business overall, it has managed to resist the ebbing tide better than most by carving out a niche. Eschewing high-volume business, like the production of beer bottles, from the beginning, the Company has focused on higher-end, decorative bottles and jars that require a higher degree of customization and more labor-intensive manufacturing processes. This focus on higher-end products has allowed the Company to concentrate on customers who value the quality and design of Morello s products more than price. 3. Despite the superior economics of its product line, the Company faces deteriorating profitability. Glass manufacturing is very capital-intensive and has high fixed operating costs. These two factors mean that no matter how much margin you can earn from a single unit, a certain overall volume of production is required to maintain profitability. This is exacerbated by the fact that, at least under Morello s current manufacturing processes, each different product requires some fairly extensive set-up. Put simply, small batches of custom-designed jars are much more expensive to make than large runs of basic beer bottles. While demand for custom jars and bottles has experienced a surge over the past decade as retailers like Whole Foods and Dean & Deluca increased the market for specialty food products, the size of each order has fallen. 4. So, while the Company has been able to sustain its sales levels, it has struggled with maintaining the same level of earnings. The biggest challenge has been the design of its manufacturing process. Built for higher-volume production runs, Morello s furnaces and casting machines require a lot of down time and wasted energy costs in order to handle the large variety of products its customers now require. It is a little like using an ocean liner to take people across a river. 5. Set forth below is a recent summary income statement for the Company: Page 1

2 Year ending December 31 (in thousands of dollars) (Projected) Sales 98, ,000 99, , , ,000 Cost of Goods 74,480 78,780 81,180 85,680 88,712 89,565 S,G&A (Selling, General and Administrative Expenses) 4,300 4,460 4,230 4,590 4,620 4,621 Operating 19,220 17,760 13,590 11,730 10,668 10,814 Income Taxes 5,766 5,328 4,077 3,519 3,200 3,244 Net Income 13,454 12,432 9,513 8,211 7,468 7, Tony Morello has been the CEO of the Company for the past 15 years. Like his father before him whom he succeeded as CEO, he has worked for the Company his entire life, starting as a shift worker in the plant. Tony is now 65 years old. 7. At his side for the past 10 years, Tony has worked with his sister. A mid-life surprise, Julia Morello is 20 years younger than Tony. The baby of the family, Julia spent several years earlier in her career working as a brand manager for Proctor & Gamble and earning a MBA. She joined the company 10 year s ago to head up its sales and marketing function. Julia and her brother each own one-third of the Company. Their brother, Marcus, who is a lawyer in Philadelphia, owns the remaining third. 8. A few months ago, Tony and Julia engaged the Quantum Group to conduct a study to determine how the Company could best improve its manufacturing processes to reduce its costs and improve its operating margins. The Quantum Group is a leading management consulting group with extensive experience in evaluating and restructuring business processes, specifically in capital-intensive manufacturing businesses. Often, the Quantum Group s conclusions call for relocating a manufacturer s plants to a lower-cost operating environment in a developing country. This time, however, Quantum concluded that the transportation costs for Morello s finished goods and the premium Morello captured for its short delivery terms outweighed the benefits of relocating the facility. Instead, they recommended that Morello reconfigure its manufacturing process by installing a new type of furnace that was designed for shortrun production and replacing its current mold and casting system to incorporate 3D printing technologies. Quantum estimated that with these changes, Morello could increase its operating margins by 4 to 8 percentage points. The range depended primarily on the volume of throughput and the mix of business (smaller versus larger orders). Overall larger volumes and larger individual orders would result in greater improvements. This was the good news. Page 2

3 9. The bad news was that the minimum investment required to make the recommended changes was $25 million. This was for a system that could handle the Company s current sales volume with modest year over year growth. In the alternative, by investing $40 million, the Company could construct a system that offered spare capacity that would allow volumes to increase by 100%. Of course, Morello would need to be able to secure additional customers to fill this enlarged facility with work. 10. Julia, like most successful salespeople, tends to be optimistic. She believes that with the new, lower-cost facility, the Company could grow its market share and ultimately its revenues significantly by offering products at lower per unit prices. With a lower operating cost, she believes that gross margins would rise even after the Company lowered prices because of the leveraging effect of great volumes. For Julia, the $40 million option was a no brainer. The Company could simply borrow the money and repay it out of cash flow in no more than three years. 11. Tony, on the other hand, is a more cautious businessperson. His fear is that the Company would incur the debt to build a new facility only to find that competitive pressures would force them to pass on all of the cost savings in lower prices to its customers. He is also concerned that the current demand for specialty glass containers is a passing fad and is fearful that a new container technology, such as compostable plastics or different types of laminated paper, will become the new thing on Whole Foods shelves. He has already seen his orders from one tomato products company plummet as they shifted their packaging to coated paper boxes popular in Europe. Despite these fears, Tony also realizes that doing nothing would probably leave the Company on its current path of declining profitability. 12. Natal Industries, Inc. is one of the largest manufacturers of glass bottles and containers in Brazil. The majority of its revenues come from the manufacture of beverage containers, primarily beer bottles. Natal s largest customer is the leading brewer in its region. To date, Natal s growth strategy has been to acquire manufacturing capacity, following its primary customer around the world as it has developed a global beer franchise. This has been a recipe for easy success since each acquisition came with a virtual guaranty of increased sales as Natal combined the plant s existing customer base with the arrival into the market of its loyal customer. 13. In the past few years, Natal has been expanding its product line and begun to produce a series of specialty glass containers for a local food products company. This food products company produces a large variety of sauces, condiments, jarred vegetables and similar items under a brand that is very popular across South America. As part of a strategy to improve the brand s premium status, the food company has been pursuing a marketing campaign that includes re-packaging more and more of its products in more highly designed glass packaging. For the past few years, the food company has been establishing a presence in the US market by importing its products from Brazil. These Page 3

4 preliminary efforts have met with great success. However, this new business has not proven as profitable as desired because of the substantial costs and regulatory and logistical difficulties of importing food items into the U.S. from Brazil. Therefore, the food company has decided to build a production facility in the US to both package bulk imports and produce from local sources several of its food product lines under its brand for local distribution. As part of its planning for this expansion, the food company has asked Natal for a proposal on how Natal might supply the new facility s packaging requirements. Top of the list of potential locations for the facility is a former Campbell s Soup plant located in southern Louisiana. 14. Anxious not to provide a competitor an opening into its burgeoning relationship with the food company, Natal has conducted an extensive study of its options for serving the needs of the food company. In the end, they boil down to two. The first would be to build a new manufacturing facility for an estimated cost of $100 million. The second would be to acquire the Company. 15. Rod Cardoso is the Vice President for Business Development and Strategy for Natal. One month ago, Rod contacted Tony Morello and asked if he might be interested in discussing a potential transaction. Morello was curious and so accepted the invitation for a meeting. At a meeting with both Tony and Julia, after the usual pleasantries, Cardoso was quick to inform the Morello s that Natal was interested in entering the US market and building manufacturing capacity in southern Louisiana in particular. Recognizing a threat when she hears one, Julia asked why Rod had come to tell them this. Rod replied that while Natal was considering a build from scratch option, they were also interested in exploring an acquisition of the Company, assuming we could come to mutually acceptable terms. Rod then asked the Morello s if they would be willing to enter into a confidentiality agreement and share some basic financial and other due diligence materials with Natal. Rod said he would also need to be able to have a small team of engineers inspect the Company s facilities before Natal would be able to submit a proposal. Julia quickly replied that she and Tony would have to discuss the idea with the family but that before they spent a lot of time on the subject or allowed Natal to see any confidential information she wanted to have a sense of the range of value Natal might have in mind. To this Rod replied, depending on what the numbers and the engineers tell us, the range is $50 to 75 million. 16. A few days later, Julia called Rod to tell him that she and her siblings were willing to explore a sale of the Company assuming Natal could get to a price closer to $100 million. Rod replied, Let us do some diligence and we ll try to get as close to your number as we can. The parties entered into a non-disclosure agreement and Natal sent a team of engineers and accountants to conduct due diligence. During the course of Natal s visit, Julia and Tony shared with Rod some of the high-level findings of the Quantum report. They also discussed the opportunity to substantially improve the Company s operating margins by investing in a more flexible manufacturing process. Rod, in turn, revealed to the Morello s a general picture of Natal s strategy, the Page 4

5 opportunity to piggyback on the food product company s expansion and Natal s overall plans for expansion into the specialty glass and container segment. While Rod continued to mention the option of building a new facility from scratch, it became clear over the course of their conversations that purchasing and upgrading the Company s facility was a more attractive option strategically. It also became clear that the prospect of having a brand new, well- funded competitor in their backyard would not be good for them. Julia and Rod had several conversations during this process in which each tried to feel out the other regarding a price for the Company. 17. A week after the on-site visit, Rod called Julia and made the following proposal: a. Natal would acquire all of the assets of the Company and would invest the $40 million in order to upgrade the manufacturing process and increase capacity. b. The purchase price would be a cash payment of $55 million at closing plus an earnout based on meeting the following EBITDA targets within the next two years. EBITDA Earn-Out $ 15M $10M $ 20M $25M $ 25M $40M 18. Julia immediately expressed disappointment with the cash amount but said she would take the proposal back to her siblings. A day later, she called Rod back and suggested the following counter-proposal - an asset sale with an upfront cash payment of $65 million and an earn-out based on meeting certain manufacturing cost milestones. The targets basically called for earn-out payments of up to $60 million if the manufacturing process upgrades were completed and proved out that they could improve the Company s operating margins by at least 4 percentage points anytime during the next four years. Rod explained that Natal was not willing invest a total of $105 million upfront and commit to up to $60 million more simply based on the hypothetical operating performance of the facility. He reminded Julia that for $100 million he could construct a brand-new facility with the same hypothetical capacity. He said that Natal would insist that any earn-out would need to be based on actual operating performance, money in the bank, not just some engineering report. 19. After some further back and forth, the two sides agreed to the following: a. Natal would acquire all of the assets of the Company (other than cash) under an asset purchase agreement containing standard and customary terms and conditions. b. The upfront cash payment would be $65 million at closing with $15 million held in escrow for up to 18 months to cover potential indemnification claims. c. There would be an additional earn-out payment that would enable the Morellos to earn $30 million if in three years we have sales of at least $150 million and Page 5

6 operating income of at least $27.5 million. 20. With that understanding, Rod and Julia decided it was time to call in the lawyers and get something on paper. Negotiation Assignment For purposes of this competition, teams must negotiate the terms of the asset purchase agreement for the proposed transaction outlined above. Teams are asked to limit their attention to those issues that directly impact how much Natal will pay the Company in the end for the assets. Successful teams will succeed in identifying the issues that could affect most directly the purchase price and completely and clearly reducing to a mutually acceptable agreement their resolution of those issues. As the basis for the negotiations, each team is required to prepare a proposed draft of certain provisions of the asset purchase agreement for this transaction. Teams will have to select just those provisions they think are important to a resolution of the purchase price issues. These provisions might include: purchase price (including the earn-out provisions); escrow; post-closing covenants; and indemnification, as well as any related definitions. While a team may choose to include truncated or partial provisions, teams are reminded that the goal is to come to as final a resolution of the issues as possible. Therefore, use of general, summary language in lieu of full, formal contract terms may not be adequate. Accordingly, it may be better to omit less important provisions in their entirety than to truncate or summarize more critical provisions. In preparing your draft agreement, you can assume that (and do not need to set out) provisions such as representations and warranties, closing conditions, and general provisions such as choice of law, notice, assignment, etc., will be included in the final agreement and will be fairly typical. In short, each team should prepare a version of an asset purchase agreement and then remove as many provisions as necessary to meet page limits, retaining those provisions that the team deems most important for achieving a full and complete agreement between the parties regarding purchase price. Page 6