The sell-out state


0112_SelloutState_08The spate of recent buyouts of Oregon companies underscores its primary role in the M&A landscape as a shopping mart for large, out-of-state firms.

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Above: Jim Johnson, president of Tripwire, says the company’s acquisition by Thoma Bravo will make the company bigger and better. “We have a growing successful headquarter company in Oregon and our new owners are financially driven — they are not trying to consolidate companies. They bought us because they thought we had an upside.”
// Photo by Matthew Ginn
Below: Portland-based Hanna Andersson was sold in 2008 to Boca Raton, Fla.-based Sun Capital.
// Photo by Alexandra Shyshkina
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Last fall, Oregonians witnessed an exodus of locally owned brands. Williams & Sonoma acquired lighting fixtures manufacturer Rejuvenation; Landry’s bought storied fish house McCormick & Schmick’s; and the Einstein Noah Restaurant Group snatched up Kettleman Bagel Co. Meanwhile Tazo Tea, which was acquired by Starbucks in 1999, decided to relocate to Kent, Wash., leaving about 30 locals with uncertain job prospects and a Southeast Portland warehouse district without an anchor tenant.

The Tazo move “was unfortunate,” says founder Steve Smith, who has since launched another tea enterprise, Steven Smith Teamaker, this one operating out of Northwest Portland. Battles over consolidating the Portland and Washington operations have gone on for years, Smith says. “When Tazo Portland turned into a manufacturing plant only, the soul started to slip away.”

Not all Oregon companies that have been acquired move out of state or are absorbed by the parent company. And the reasons businesses sell run the gamut: an intentional exit strategy, bankruptcy, succession challenges in family-owned businesses and more recently, a dismal IPO market. But if the spate of fall buyouts is noteworthy, it’s because it underscores Oregon’s primary role in the merger and acquisition marketplace as a kind of shopping center for large, out-of-state firms.

“We’re an incubator,” says Smith. “There are lots of creative people here thinking about things in a unique way and creating small businesses that then have tremendous potential within a larger business at some point.”

There’s no shame in serving as the nation’s innovation mill. On the contrary, innovation has brought the state national and international acclaim. But as job and wage growth strategies in Oregon take center stage — and as other regions expand on our success — our place in the acquisition food chain, and the reasons for that placement, merit a closer look.

Consider that in 2011, Oregon companies acquired or partially purchased 49 out-of-state companies in deals valued at about $1.7 billion, according to New York-based Dealogic. That figure doesn’t include the value of deals with undisclosed terms. A single acquisition, Precision Castparts’ $900 million purchase of Bellevue-based Primus, accounted for more than half of the amount invested.

By contrast, there were 82 Oregon targeted acquisitions or partial purchases by out-of-state companies or private equity firms and investors in 2011 — a deal landscape valued at about $2.7 billion (not including undisclosed terms). Those acquisitions added to a string of buyouts or majority stake sales of Oregon companies, a list that includes Harry & David, U.S. Bank, Tektronix, Willamette Industries, YoCream, Hanna Andersson, Fred Meyer, Lucy Activewear and Stumptown Coffee.

“Oregon is building businesses that people want to buy,” says Carolyn Vogt, a Lane Powell attorney. “[But] why are we the target rather than the buyer?”

 


 

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Above: Precision Castparts, Oregon’s second-largest publicly traded company, made a major acquisition in 2011.
//Photo courtesy Precision Castparts
Below: Founded in 1922 in Portland, Fred Meyer was acquired by the Cincinnati-based Kroger Co. in 1998.
//Photo by Alexandra Shyshkina
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A small-business state, Oregon doesn’t have a lot of big companies to act as acquirers. But our acquisition dynamic is as much a cultural as economic phenomenon, some observers say. Today, new public and private sector initiatives are improving market conditions for keeping and growing companies and jobs in state. But if Oregon aims to move beyond its incubator status — and not everyone thinks we should — that may require overcoming yet another hurdle: a deep-seated ambivalence about thinking big.

“There is a culture in this community that’s torn about growth, size, scale, companies — about capitalism,” says Dave Chen, principal of Equilibrium Capital and former chair of the Oregon Innovation Council. Oregon isn’t lacking in innovation, Chen says. “We’re lacking in the desire to grow it. There is something in our culture that says, ‘Keep it small.’”

Jim Johnson, president and CEO of Tripwire, wasn’t thinking small when he sold the Portland security solutions software company to San Francisco-based private equity firm Thoma Bravo last June, a deal valued in the hundreds of millions of dollars. But he did do some soul searching about continuing to get big on his own, and getting big in Portland in particular.

“I asked myself: ‘Jim, why the hell would I want to be owned by a private equity firm? Why didn’t I do this myself?”’

In fact, Tripwire was on a path to go public when a faltering market led the company to change plans. But Thoma Bravo did more than “present the better deal,” Johnson says. Portland isn’t Silicon Valley. “And if you’re not in the middle of that competitive crunch every day, it’s easy to lull yourself into thinking you’re a great company when you’re not,” he says.

Thoma Bravo “brought in the business expertise that allows us to grow,” he adds, and also provided access to the firm’s handful of other software acquisitions — “sister companies that push each other to be best in class.” Tripwire, which is still headquartered in Portland, is on a path to gross $300 million in the next four to five years, Johnson says.

A world and a sector away, Terry Oftedal, director of supply chain operations for YoCream, describes similar reasons for selling the Portland-based frozen yogurt company, which was acquired last year by French company Danone. For years, the board of directors had sought a strategic partner to accelerate business, he says.

“A lot of culture and capabilities are being brought to the table that we couldn’t have done on our own,” said Oftedal, citing as examples Danone’s “global reach” as well as project expansions, such as YoCream’s conversion to a much more powerful IT database. YoCream has about 100 employees in Oregon, and is “seeing substantial growth,” Oftedal says.

In 2001, after her husband fell ill, Hanna Andersson co-founder Gun Denhart sold the family-owned children’s clothing store to a private equity firm—the company has since been resold several times. The company employs 98 people in its Oregon headquarters.

Noting that one of the original buyers had managed Neiman Marcus and that Hanna Andersson is now a national brand, Denhart says: “We could not have done it ourselves. We did not have the skill set.”


 

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Above: Terry Oftedal, director of supply chain operations for YoCream, was one of the company’s original employees when it was founded in 1977.
//Photo by Matthew Ginn
Below: Rejuvenation was founded in Portland in 1977 by Jim Kelly. His brother, Tom, owns the Portland-based remodeling firm Neil Kelly.
//Photo by Alexandra Shyshkina
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Tripwire, Hanna Andersson and YoCream weren’t startups when they sold. They were established companies. But some of the challenges they faced ring true for a new generation: Startups are responsible for more job growth in the state than any other sector, noted Nick Fowler, CEO of Perpetua Power Source Technologies, during this past December’s Oregon Leadership Summit. Where the state falls short, he added, is securing the investment capital that allows companies to scale globally.

Scaling — and keeping — Oregon companies wasn’t always a big problem. “Thirty years ago, Oregon was home to quite a number of large companies of national or international stature,” says Jeffrey Wolfstone, another Lane Powell attorney who focuses on M&A. “Relative to the size of the population, that hasn’t kept up. In fact, it’s gone backwards.”

To be sure, globalization plays a big role in the changing corporate landscape. Yet the Oregon pattern contrasts with the dynamic in Seattle, where over the past two decades a number of scrappy startups such as Amazon and Starbucks have blossomed into international powerhouses, now standing alongside the region’s largest longstanding employers such as Boeing and Weyerhaeuser.

“Maybe it’s something in the water here,” muses Wolfstone, “A different type of ambition, or we’re more of a lifestyle city.” Or, as one Portland investor put it, Oregon is a bit lacking in the “animal instinct.” Others point to more material drivers. Oregon’s corporate tax structure favors startups because “you’re losing money,” but acts as a deterrent to growing big, says Ryan Deckert, president of the Oregon Business Association.

Unlike Seattle, Boston, San Francisco or New York, Oregon lacks a major research university — “a geographical anomaly,” says Sue Levin, a former Nike executive who in 1999 co-founded Lucy Activewear, which was sold to a Greensboro-based private equity firm in 2007.

To grow companies “you have to have brains, wealth and business savvy in significant proportions and in proximity to each other,” says Levin, who is now director of the nonprofit Stand For Children. “You do not have it in Eugene and you have it in small quantity in Portland.”

Another “unfortunate thing” is there are not enough Oregon acquirers, says Levin, adding that it takes $50 million to get to profitability in retail. “The only company in Oregon that could have bought Lucy, literally, was Nike.” Levin adds that the original objective was to take Lucy public and “build a large Oregon company,” a decision that was nixed by the company’s original Silicon Valley investors “who had pretty high expectations for return on investment.”


 

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U.S. Bank’s history in Oregon dates back to 1891. It’s owned by U.S. Bancorp in Minneapolis.
// Photo by Alexandra Shyshkina

In the global market, mergers and acquisitions are a regular part of the business practice, and historically venture-backed companies are built to sell. And although stories about buyouts make the headlines, there are still hundreds of Oregon-owned companies that haven’t sold. So any imbalance between big and small, between the eaters and the eaten, begs the question: So what? Does it matter if Oregon-owned companies are acquired by out-of-state firms? What kind of impact does this have on Oregon business and community?

The answers are complex, and among business leaders, there isn’t necessarily agreement. From an individual business perspective, a focus on exit strategies “is harmful,” says Raghu Raghavan, CEO of Act-On Software, a Beaverton-based provider of marketing automation software that last summer became one of Oregon’s acquirers, buying the assets of California-based Marketbright, also a marketing automation provider.

“If you’re thinking about being acquired, you don’t optimize the company for growth,” says Raghavan, pointing to Nike as an example. “A company getting to that scale is not thinking about exits, they’re thinking about markets.” Act-On has grown from eight to 58 employees in two years and is on a path to triple revenue in 2012.

If thinking about getting out too soon is harmful, so is an exclusive focus on starting up. “There’s a love affair with starting new companies that can be very damaging,” says Andrew Nelson, a professor of management at the University of Oregon. “We need more attention to the very difficult stage of actually growing them.”

Nelson cited as an example the popularity of Startup Weekend Portland. “What happens after that weekend?” he asks. That love affair with the new, the small and the not necessarily directed extends to the state level, Nelson suggests. Unlike Seattle or San Diego with their vibrant biotech industries, “Oregon has been reticent to place bets in certain sectors,” Nelson says, preferring instead “to be all things to all people.”

Such diverse offerings may explain why Portland is such a buyer’s market. Danone acquired YoCream because the company was a “center of excellence,” with “expertise” in frozen products, unchartered territory for the French conglomerate, says spokesman Michael Neuwirth. The acquisition also reflected Danone’s “glocal” approach: “global in scale, local in business, tied to the earth and land in which we work,” says Neuwirth.

There’s no data showing what happens to Oregon companies after they’ve been sold, whether as a group they get bigger and better, or smaller and disappear. According to Tim McCabe, director of Business Oregon, the impact is wide-ranging. He cites companies such as Hermiston-based Snack Alliance and PV Powered in Bend, firms that were acquired but then continued to grow in Oregon.

Then there are financially struggling companies such as Jeld-Wen, “where outside purchase kept the business going and employing hundreds here in Oregon,” says McCabe. Tazo Tea falls into yet a third category, companies “that are purchased and do leave the state down the line,” he says.

For McCabe, the acquisition dynamic is almost irrelevant. “The bottom line is we work to keep companies and jobs growing in Oregon, whether it’s an Oregon-owned firm or not,” he says. Sean Robbins, CEO of Greater Portland Inc., echoes that view. Eighty percent of job growth comes from existing companies, he says. But in the global M&A marketplace, and in a city and state that isn’t a hub of private equity or venture capital, the critical factor isn’t so much maintaining local ownership but identifying opportunities to grow jobs even in the case of an acquisition — an approach he says is part of Greater Portland Inc.’s 2012 Work Plan.

Others take a less sanguine approach to the loss of some of Oregon’s most iconic companies, with even those who sold expressing some ambivalence. “A lot of the values that we created are still there, but it’s not the same family-owned company,” says Gun Denhart of Hanna Andersson. “It’s corporate culture focused on the bottom line.”

Dave Chen is more explicit about the downside of becoming a corporate colony. “When something is acquired, it becomes a division or unit, you lose that company’s contribution to the community and their investment in the community. The impact is terrible.”


 

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Founded in Portland in 2006, Kettleman’s sold in November 2011 to the national restaurant group that operates Noah’s New York Bagels.
// Photo by Alexandra Shyshkina

As Oregon tries to dig out from the recession, there are signs that some of the social and economic conditions that affect Oregon M&A activity may be changing: new laws expediting permitting of companies on industrial land, a burgeoning activewear industry cluster, and passage of education reform legislation to begin shoring up state universities.

The Oregon Innovation Council recently awarded $1.2 million to a new collaborative, Drive Oregon, intended to commercialize electric vehicles. “The only way to do it in a small state is to recognize you’re small and you need to work together and pool your resources,” says Chen.

Meanwhile, ESCO and Erickson AirCrane may end the Oregon IPO drought, and among the new generation of companies and entrepreneurs, especially in the tech community. Portland-based Puppet Labs, which develops IT automation software, and Urban Airship, a mobile software developer also in Portland, are actually getting big. The latter’s transformation from unemployment benefit-funded startup to a 600% annual growth rate already is becoming the stuff of 
legend.

“There’s nothing in their DNA saying: ‘I’m going to be a nice little Oregon company. They’re world-class,” says Diane Fraiman, a partner at Voyager Capital, based in Portland and Seattle, about this new generation.

Maybe Urban Airship, which launched in 2009 and has since attracted about $26 million in investment capital, will become the next Mentor Graphics. Then again, such companies may still be swimming against the tide. As a growing number of commentators have noted, the entrepreneurial ethos is becoming a hallmark of our era.

“Generation Y is born to start up,” proclaimed Fast Company in November. If that’s the case, Oregon is on the frontlines. Writing in a recent New York Times essay, Portland author William Deresiewicz described the region as an epicenter for “Generation Sell,” in which “today’s ideal social form is not the commune or the movement or even the individual creator as such; it’s the small business.”

Deifying innovative locally owned small businesses put Oregon on the global map. But the region’s love of the new idea, and its acquisition and scaling by outsiders, has also become something of a metaphor. If we don’t figure out how to keep and grow more of our innovation — be it in coffee, clean tech, or urban planning — the region’s unique topography may just disappear.

Linda Baker is the managing editor of Oregon Business. She can be reached at [email protected].




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