Paul Taubman
Analyst · Devin Ryan, JMP securities
Look, as you can imagine, it's a nuanced question that deserves a nuanced answer because there's not a single factor that drives M&A activity. But what I see, are 2 fundamental issues that buyers and sellers need to get their arms around. One is the regulatory/tax environment and the other is valuation. And it affects different parties differently and for many parties, they are going to transact regardless. But on the first, as it relates to the regulatory overlay and a tax policy, I think, for many folks, they're going about their business. Where it does affect is in the following ways. I think there is a lack of a positive and there is a negative. The lack of a positive is, if you were to get tax relief and lower corporate tax rates, I think there is no doubt that a number - a very large number of would-be sellers, who are landlocked because of the enormous tax friction in divesting a business, a division or individuals selling their companies, that you would see an acceleration. So right now, it's a lack of a positive because no one historically was held back by that relative to trend. But if you were to see a rate cut, there's no doubt, that you would see more portfolio pruning, more portfolio rationalization and you would see families and the like probably look to take advantage. I think within an uncertainty as to whether or not you're going to get tax relief, for most of those parties, the prudent thing is to remain on the sidelines. And either if there is no tax relief, then those who were holding off some of them will transact, others will decide that the friction is just too great and it will be much more like the last 30 years have been, in terms of portfolio rationalization. So that's one issue. I think the other issue related to tax reform is for companies that are thinking about significant and strategic transactions and have significant amounts of offshore cash. Having clarity as to whether or not they can take that cash back onshore, will be helpful. And I suspect that one way or the other, you'll see transactions, but no one wants to bring cash forward only to find out that they should have waited a year. So that affects some number of transactions. By no means does it affect the majority of transactions. But it does have an effect and it's one of the reasons I believe that volumes are down. There's a bit of freezing in the marketplace, but it affects a small subset of would-be transactors. And I think once we either know that we're going to have tax reform or that it has been shelled for the foreseeable future, you will see an increase in activity all else equal. The second is valuation and you and I have talked about this. I think as the market continues to grind higher, there is increasingly valuation issues between buyers and sellers and it's further complicated when buyers are seeking to use their own stock as currency. You're now dealing with not only the valuation of the seller, but also the valuation of the buyer. And again, you tend to get equilibrium over time. One of 2 things happen, which is corporate profits continue to be strong. The overall economic backdrop continues to be strong and you "grow into this valuation" in the eyes of M&A participants or there is a market correction and people absorb it and then once they adjust, you move forward. But I think at the moment, because the market continues to grind higher and higher, I think, at the margin and all of my comments are at the margin, it's just that if you have a lot of things that are holding up transactions at the margin, it aggregates to a not insignificant overall effect on the market. But leaving those 2 things aside, the thing that I have talked about for a long time is technological disruption and dislocation and the fact that every day as this world speeds up, the status quo is riskier and riskier. And the more risky the do-nothing case is, the more activity you should see all else equal as companies conclude they either have to get bigger or they have to exit particular businesses. And that, in my opinion, is not going to change.