In February 2021, Scott Sheffield, the CEO of Pioneer Natural Resources (an independent oil and gas company based in Texas), was considering the possibility of enhancing the firm's capital return strategy by introducing a variable dividend tied to cash flows in addition to the firm's base dividend as a way to distribute more cash to shareholders when performance was good and cash flows were high. Although oil prices had fallen precipitously to less than $20 per barrel in early 2020 due to the recession caused by the Covid pandemic, they had rebounded to more than $60 per barrel in February 2021. As a result, exploration and production (E&P) companies including Pioneer were expected to generate significantly higher profits in 2021, prompting many firms to consider ways to distribute excess cash to shareholders. Sheffield had to decide whether to adopt a new "base plus variable" dividend policy. As part of that decision, he had to decide whether it was materially different from and better than a policy with a growing base dividend supplemented with periodic share repurchases. And if he did decide to recommend a new policy to the board of directors, he had to determine the magnitude and the frequency of the variable dividend.
In July 2019, Graphic Packaging CEO Michael Doss was proposing a $600 million investment in a new machine to produce coated recycled board (CRB), a type of paper packaging used for consumer products (cups, cereal boxes, beverage boxes, etc.) that utilized recycled paper as an input. Graphic Packaging was an integrated producer of paperboard packaging for consumer products and the market leader in CRB. What made this decision difficult was that for the past 30 years, plastic packaging had been replacing paper packaging because of cost and ease of manufacturing. Yet a growing interest in environmental sustainability among paperboard manufacturers, consumer goods companies (immediate customers), and consumers (end users) was creating the possibility of a transition from plastics back to paper-based products. If these trends actually materialized, there would be greater demand for CRB mills that could use recycled inputs and create recyclable products. Was this the right time for a capacity neutral investment (GPK planned to shut older plants when the new one came online) particularly when the sustainability trends were still unclear. By closing older, less efficient mills in favor of a newer, larger, and more efficient machine, GPK could save $100 million per year in costs. In short, this decision had a clear economic benefit as long as sustainability trends continued, competitors did not add new or more efficient capacity, and GPK actually removed existing capacity once the new machine was operational.
Total shareholder return (TSR) has become the definitive metric for gauging performance. Unlike accounting measures such as revenue growth or earnings per share that reflect the past, TSR is based on share price and thus captures investor expectations of what will happen in the future, which is its chief attraction. The problem is that TSR conflates performance associated with strategy and operations with that arising from cash distributions (dividends and buybacks). In this article, the authors discuss the distortions embedded in TSR and propose a new metric, core operating shareholder returns, that emphasizes operational performance. It also provides a comprehensive assessment of the buyback revolution--and the verdict is quite damning.
As of 12/31/21, Amazon held $22 billion of equity and warrants in related companies. In fact, it often requests a free grant of warrants when it enters into a new commercial agreement with a supplier. Over the past 20 years, Amazon has gotten warrants in almost 20 publicly traded companies and more than 75 private companies; in a few instances, it has gotten multiple grants from a single company. Combined, Amazon held $3.4 billion of warrants as of year-end 2021. This case explores one of the recent transactions in which Amazon requested warrants as part of signing a new commercial agreement with SpartanNash Company, the fifth largest food distributor in the United States. In September 2020, shortly before Tony Sarsam became CEO of SpartanNash, Amazon proposed a new 2-part agreement. The first part involved a revision to the existing commercial agreement that governed distribution of grocery items from suppliers to Amazon warehouses. The second part involved a free grant of "at-the-money" warrants to buy up to 15% of SpartanNash's shares. The warrants would vest over seven years based on Amazon's cumulative purchases from SpartanNash up to a total of $8 billion. Compared to Amazon's current spending of approximately $400 million per year, this proposal represented a significant opportunity for SpartanNash to grow with one of America's largest and fastest-growing retailers. But that opportunity came at a cost (giving Amazon warrants). Should Sarsam accept the proposal, reject it, or try to renegotiate aspects? More generally, students must assess whether this was an example of a powerful buyer exerting market power over a smaller supplier, or was it an example of a new dynamic partnership that would align interests and share gains through common ownership. In other words, was Amazon's proposal coercive, collaborative, or both?
As of 12/31/21, Amazon held $22 billion of equity and warrants in related companies. In fact, it often requests a free grant of warrants when it enters into a new commercial agreement with a supplier. Over the past 20 years, Amazon has gotten warrants almost 20 publicly traded companies and more than 75 private companies; in a few instances, it has gotten multiple grants from a single firm. Combined, Amazon held $3.4 billion of warrants as of year-end 2021. This case explores one of the recent transactions in which Amazon requested warrants as part of signing a new commercial agreement with Kornit Digital, a small, but rapidly growing digital printing company based in Israel.
Unbeknownst to most people, Amazon currently holds $10 billion of equity and warrants in related companies. In fact, it often requests a free grant of warrants when it enters into a new commercial agreement with a supplier. Over the past 20 years, Amazon has gotten warrants in at least 13 publicly traded companies and more than 75 private companies. As of January 2022, Amazon's current holdings of warrants was worth almost $4 billion. This case explores one of the recent deals in which Amazon requested warrants as part of a new commercial agreement. In September 2020, shortly before Tony Sarsam became CEO of SpartanNash Company, the fifth largest food distributor in the United States, Amazon presented the company with a 2-part proposal. The first part involved a revision to the existing commercial agreement that governed distribution of food from suppliers to Amazon warehouses. The second part involved a free grant of "at-the-money" warrants to buy up to 15% of SpartanNash's shares. The warrants would vest over seven years based on Amazon's cumulative purchases from SpartanNash up to a total of $8 billion. Compared to Amazon's current spending of $400 million per year, this proposal represented a significant opportunity for SpartanNash to grow with one of America's largest and fastest-growing retailers. Should Sarsam accept the proposal, reject it, or try to renegotiate aspects? More generally, was this an example of a powerful buyer exerting market power over a supplier, or was it an example of a new kind of dynamic partnership that would align interests the medium to longer term through ownership stakes? "
In 2000, Eaton Corporation was a broadly diversified industrial conglomerate. But its strategy was evolving and its focus was narrowing around "power management" and more recently on "intelligent power," the use of digitally enabled products and services designed to enhance efficiency and reliability. To implement this transition, Eaton had acquired more than 70 companies and divested another 50. Such active portfolio management required Eaton to regularly assess the prospects of each business unit-the profit and growth potential-and to explore opportunities to enhance its capabilities through acquisitions. In January 2020, Eaton got an offer from Danfoss, a Danish conglomerate, to buy its hydraulics business for $3.3 billion. Recently appointed CEO Craig Arnold must decide whether this deal makes sense strategically and financially. In particular, he must decide if $3.3 billion is a fair price for the firm's hydraulics business. This abridged version is shorter than the original version (HBS Case #221-006) and does not contain the appendix that explains and derives the formulas for the WACC using the capital asset pricing model (CAPM).
In 2000, Eaton Corporation was a broadly diversified industrial conglomerate. But its strategy was evolving and its focus was narrowing around "power management" and more recently on "intelligent power," the use of digitally enabled products and services designed to enhance efficiency and reliability. To implement this transition, Eaton had acquired more than 70 companies and divested another 50. Such active portfolio management required Eaton to regularly assess the prospects of each business unit-the profit and growth potential-and to explore opportunities to enhance its capabilities through acquisitions. In January 2020, Eaton got an offer from Danfoss, a Danish conglomerate, to buy its hydraulics business for $3.3 billion. Recently appointed CEO Craig Arnold must decide whether this deal makes sense strategically and financially. In particular, he must decide if $3.3 billion is a fair price for the firm's hydraulics business.
Peloton Interactive, a well-known venture-capital-backed unicorn in the connected fitness space, recently had gone public with a market capitalization of over $8.0 billion. However, in the weeks following its public debut, Peloton's stock price had fallen by over 25%. Taylor Knox, an enthusiastic Peloton subscriber, believed that connected fitness products were the future of exercise and he had been excited about the prospect of investing in Peloton. However, given the market's reaction to the company's IPO, Knox understood the need to determine the fundamental value of Peloton's shares, as well as to identify and to evaluate the key risks associated with its innovative business model. Reflecting on the situation, Knox wondered if this was an opportunity to invest in his favorite activity at a discount. Or, did market investors understand something he didn't?