Berkshire Beyond Buffett(80)
Berkshire’s intangible values vividly prove their economic value when the company’s common stock investments begin opportunistically, in options, warrants, convertible preferred, or debt of imperiled companies. Historic examples stretch back to the late 1980s when Berkshire invested in companies like Gillette and Salomon Brothers. Economic terms—high dividends and attractive conversion rates—were favorable to Berkshire because managers of the investees valued its intangible commitments of autonomy and permanence that deterred hostile takeover bids.
The financial crisis of 2008 showcased the long-term value of Berkshire’s reputation for offering patient hands-off capital. Berkshire provided capital in varying amounts to companies as diverse as Bank of America, General Electric, Goldman Sachs, Harley-Davidson, Swiss Re, and Tiffany & Co.28 Amid frozen credit markets, all faced temporary liquidity crises of varying degrees of severity. For Goldman, to illustrate one of the larger deals, Berkshire staked $5 billion for preferred stock, paying a 10-percent dividend redeemable for a 10-percent premium. Berkshire also received an option to buy a similar amount of Goldman common stock at $115 per share, below the prevailing market price of $125, making the option “in the money.”
In early 2011, with credit markets working and the financial sector stabilized, Goldman redeemed the preferred. Berkshire earned a few years of dividends plus the buyback premium, adding up to $1.8 billion. In early 2013, Berkshire exercised its option to buy Goldman common. Rather than pay the $5 billion cash price for it (then worth $6.4 billion), Goldman let Berkshire take stock valued at the difference of $1.4 billion. Berkshire’s total gain on its $5 billion investment was $3.2 billion, 64 percent in a few years—along with ownership of 3 percent of Goldman’s common stock. Berkshire’s other investments during the period fared proportionally.29
From an ownership viewpoint, the most consequential of Berkshire’s interventions during the crisis of 2008 was a near-doubling of its longstanding stake in USG Corporation. USG is the world’s largest manufacturer of gypsum wallboard and strives to be the low-cost producer—both essential to its moat given that its industry is competitive, price sensitive, and easy to enter.30
Gypsum is a white mineral, often called alabaster, found throughout North America. Heating it removes water and crystallizes it into material commonly known as plaster of Paris. The plaster is malleable and, after adding water, can be twisted into any shape. It can also be strengthened for use in the construction industry by adding retardants to form wallboard (often called drywall or sheetrock, the latter a brand name USG minted).
In the late nineteenth century, scores of gypsum companies emerged, with thirty-five of them consolidating in 1901 to form the United States Gypsum Company, as it was originally named. The company was run through 1951 by Sewell L. Avery, a large USG stockholder. Avery, who later served on the board of U.S. Steel Corporation at the request of J. P. Morgan, defined USG’s culture as budget conscious, research driven, and acquisitive—traits that endure today.31
An early acquisition in 1909 picked up Sackett Plaster Board Company, named for Augustine Sackett, who had invented gypsum wallboard. The product, which provides insulation and fireproofing, consists of layers of gypsum plaster held between sheets of paper. USG improved on Sackett’s wallboard by reducing the number of layers and sealing the edges to avoid crumbling. Throughout the twentieth century, USG’s market share ranged from one-third to one-half. USG’s size and culture proved to be durable competitive advantages, as it expanded internationally in the 1950s and pioneered the home renovation industry of the 1960s.
Like Johns Manville, but on a smaller scale, USG had used asbestos in some specialty products through 1977, making it a defendant in the litigation that erupted in the 1980s. Like Gillette during the same period, USG twice fought off hostile takeover bids. The takeover defenses were costly, including recapitalizations that added substantial debt.32 Weakened by such adversity, when the U.S. housing industry took a downturn in the late 1980s, USG was imperiled.
USG tried to restructure its debt but defaulted in 1991, struggling for a year, then filing for bankruptcy in 1993. In a negotiated resolution (prepackaged bankruptcy), USG cut its debt and preserved the value of its equity.33 The housing market soon improved, and USG returned to profitability by 1996. The company reinvested in its core business, building new plants, which generated organic growth. It managed asbestos litigation by pressing its insurers to provide coverage, which kept the liabilities from crushing the company.