 Welcome back to the deal room and we've got three topics we're going to cover with you for the session ahead big farmer deal making has recovered with an $85 billion worth of an M&A splurge. We're going to dive into and look to unpack what makes that sector particularly attractive right now and unique in various different ways. Then sticking with the AI theme, artificial intelligence startup co here has raised $270 million US dollars for a mix of venture capital and strategic investors including the big boys Oracle and Nvidia. We haven't discussed really venture funding so far in the deal room that's going to change in this episode. And then finally, got a special guest appearance. Oh yes, Kim Kardashian is here. Hey Kim, how's it going Kim? I'm sorry, I'm not Kim. So disappointed if you're on the pod you're thinking oh really? It is Stephen, but yes Kim Kardashian is making a guest appearance in some shape or form. And the reason why is she debuted her private equity fund to a sea of curious investors in Berlin at something called the super return conference. So we'll find out what's the story, the structure of her fund and whether Kim has a unique edge in the marketplace perhaps. But before we begin Stephen, the FTC, the Federal Trade Commission have filed to block Microsoft from buying Activision Blizzard. Got to start off with a big breaking headline like that. Any initial thoughts on that because I know we have discussed this on a recent episode. Yeah, thanks and good morning. Yeah this is a really, again this is an ongoing story and it's one that as you said that we've discussed previously. This is not, it wasn't unpredicted. It was an unforeseen that the FTC would block this. And actually interesting enough what the FTC has said is that we want to bring this to court. We want to bring this deal to court because we want to see it out in the courts, right? And actually Microsoft and Activision are like bring it on. We want to go to court too. We want to speed this thing up. It's been dragging out for too long. You haven't blocked it. You just said let's go to court and we're up for presenting our legal challenge. We're just taking a step back. What if I'm really interesting about this is we are live in our summer analyst program at the moment. Hopefully some of the summer analysts are listening to this call and they have been modeling Activision. They've been doing a valuation model on Activision for the last 48 hours. So they are live in it thinking about whether $68.7 billion, which was the original offer, and then $75 billion, which is the revised offer, is that good value for Activision? So it really brings the deal alive when there's news going on and then the students are kind of deep in a financial model working until very early hours of the morning trying to figure this thing out. So it's fun to be on live deals trying to work it out. Yeah. Oh, it sounds great. I really want to jump on to see their conclusion then when they get to that. You don't need to stay up until the early hours and don't worry. Fortunately, I can play the other side of that table. I'll just be the client. The guy with the strings and I'll say, what am I doing? Yeah, you tell me. Where's my banker? But let's kick it off then. Let's talk big pharma because in the recent, I guess, macro climate, the thing that you predominantly have been reading, although it starts to being a bit of a sea change very recently, I think, now we've gotten to the peak of this rate kind of cycle, but it had been that deal making had just been across the piece just crushed given the rapid rise in rates. And we've seen this reflected in the investment banking space, lots of job cuts because of lack of deal flow, so on and so forth. So big farmers bucking the trend that you've mentioned before, $85 billion splurge. So where's this coming from? This is a really good story. And actually, all three stories today kind of buck the trend. And at the end of each of these stories, I've got, oh, by the way, deal making is down 40% this year at the end of each of these stories, but we're talking about new deals and big acquisitions and things and big investments and things like that. So the pharmaceutical industry has always been a bit of a weird beast. If you're in an MNA environment, the pharma desk is very different from the other desks. You've got the pharma desk and you've got the banking desk, and then you've got more generic desks and the very, very different ways to model companies. You think about the way that pharmaceuticals work. You've got these blockbuster drugs that effectively these organizations get granted monopoly power through patents for 20 years to exploit and commercialize and market these drugs. So it's a very, very different way to think about a company. And often these large companies are valued based on one or two or three blockbuster drugs and the future cash flow provided from these blockbuster drugs. Now, what's happening at the moment and why do we see this headline $85 billion of acquisitions since in the first five months of this year? It's all about this thing called a patent cliff edge. So it's estimated that about $200 billion of annual product sales are expected to lose patent protection by 2030. So these monopoly drugs, these blockbuster monopoly drugs bringing big pharma $200 billion a year, the patent is going to expire by 2030. What happens when a patent expires? All the generics, the generic pharmaceutical companies can pile in and go, well, look, I can take that drug and call it whatever, you know, that's why paracetamol and aspirin in the shop is so cheap, right? It's not patent protected that anyone can produce it. So big farmers getting super scared that this $200 billion of revenue is going to go. The last time we had a patent cliff edge, just to give you a bit of a background, last time we had a patent cliff edge was in 2010. And the industry scrambled around. They scrambled around to figure out what to do in an environment where their blockbuster drugs were no longer going to be blockbusters. You know, I think Pfizer's revenue fell from $68 to $59 billion, still a lot of money, but that's a big fall in two years due to this patent cliff edge. The Staten Lipitor wants the world's most lucrative drug sales dropped from $11 billion to $4 billion free and post exclusivity. So that goes to show how big a deal this is. Actually, what happened in 2010 is a lot of the big pharma companies joined together to kind of protect themselves from the downside of this cliff edge. That was one of the big ones that ended up merging. So what's going on now? $85 billion is being used to acquire organizations that have got drugs that have got decent expiration dates on their patents. Plus, potentially acquiring companies that have got an interesting research and development process where the next new drug would come from. There's a combination of going, all right, there's a patent cliff edge. We need blockbuster drugs that have still got 10 or 15 years of life left on the shelf. Plus, we want to start investing in and acquiring kind of more nimble biotechs where their pipeline, maybe 10, 15, 20 years out, is looking quite attractive. So this patent cliff edge is unlike anything you see across the industry. And by the way, I was just looking at looking at the balance sheets of some of these companies, terms of deal rationale. A, there's this big looming problem. And B, these guys have got loads of cash on their balance sheets post COVID. These pharma companies churn out quite a lot of cash. So Johnson & Johnson have got $24 billion on their balance sheet. Novartis have got $18. Pfizer's got $22 billion. They're not short of cash. And obviously, when you've got a lot of cash in your balance sheets, the first thing an investor is going to say, a shareholder is going to say is, what are you doing with that cash? Is you're either returning it to me or are you going to spend it? So is there a lot of regulatory kind of burden in order for them to, I mean, essentially they're just taking out these companies and getting bigger themselves, reducing, let's say, the market size into concentrated big mammoth companies. Do a lot of these deals get blocked or is there any pattern there? Yeah, it's a really, really good question. Again, it's such an interesting industry because effectively what we're dealing with is monopolies within organization. Pattern protection, exclusivity, these are words that competitions and markets authorities probably don't like to hear. There's obviously the incentive for a pharmaceutical company to spend billions of dollars researching and developing a particular product, because the jewel at the end of the crown is 20 years of lovely exclusivity. But then you kind of zone up a level to the holding companies, to the companies that tend to produce these drugs. And historically, movements between companies, positions, mergers, big deals, they've all been allowed through. There hasn't been a lot of regulatory oversight for intermingling between the big boys in this environment. I think the last time there was any form of regulatory murmurings in this industry was back in 2010. So again, 12, 13 years ago. But what's been happening recently, and it's the thing that we're probably going to come right back to, and again, we've already touched upon it once today, is that the FTC Federal Trade Commission getting their claws out, and they are hunting for anything that looks anti-competitive or anything that looks like there may be a detrimental effect on the end consumer. Obviously, we saw it with Microsoft and Activision. The other big story in the kind of regulatory world is Amgen's takeover of Horizon therapeutics. Now, Amgen, the gear rationale is exactly the same, right? Horizon have two big drugs. Amgen wants to get the drugs. They want to expand their kind of future free cash flow visibility, et cetera. FTCs block the transaction, right? Now, the FTC can't block the transaction based on the fact that your drugs are a monopoly, because that's the nature of the beast, the drug is a monopoly. So they can't take that action. So their argument is that the transaction would enable Amgen to use rebates on existing drugs that they hold, pressure insurance companies and pharmacies into favoring Horizon's two monopoly products. So basically cross-selling, basically saying, look, we've got these drugs that you need. We're going to give you a nice rebate on those drugs at discounts if you go for the Horizon drugs, which we now own. So it's kind of market capture and market squeezing that the FTC doesn't particularly like. Now, pivoting over to a little bit more from a career's angle, there's something you said at the very beginning is that I never really thought about this, but it's obvious when you say it is that you go on like a banking deal room, and there's like these different desks. Is there like a hierarchy almost like in the current recent years, it's like the hot desk to work on for an M&A analyst is the tech desk. And you look over at the bioscience guys who are PhD bioscientists mixed in blended with these financiers, and you're kind of like it's a different beast. I mean, what's that working environment like? Do those teams even interact with each other? Are they in completely different spaces? Yeah, it's a good question. It depends on the construction of the bank, but you're absolutely right. There definitely has been kind of more attractive deal teams to work on or sector teams to work on, I should say. But there's a text being a big one because that seems to be more intuitive. Often people quite like consumer. People think that some of the more old school industrials may be a little bit less attractive. Actually, in reality, they're probably more interesting from an M&A perspective, more interesting financials and deal rationales and things like that. But you also have execution teams. So teams that just work exclusively on doing deals. So you have your sector teams that have got the kind of industry experts, your PhDs, if it's in a particular industry that needs PhDs or whatever. Then you have your execution teams that basically just get brought in like hide guns to do deals. And actually, depending on how much sleep you like, it is probably the most exciting team to work on with an M&A. Because you're just doing deals. Which is kind of why you're there. So do you have to earn your place to become part of that group? Because I would imagine they're the highest paid of the bunch then. Yeah, the revenue closing deals. The revenue split is, again, it's different banks, but you are right. There's a lot of money to be made there. And it's just a different personality type. You can have your more analytical, thoughtful, relationship-building industry, the main experts sitting one side, which are just as important as the people that really know how to push a deal across a line and really know how to engage with the due diligence process and all of that stuff. So you need both. It just depends on your personality. I say to the analysts, there's a job here for everyone in finance. It just depends on the way your brain works and what gets you excited. So would you have to spend time in the sector to then know that part a little bit better or become competent to then become a closer? Or is it literally you're on the close of track because of your personality and natural skill set? Yeah, you tend to, as a graduate, you tend to get put on a desk and you get to earn your strikes on that desk for a period of time. And that desk might align with your subject at university or it might align with something that you've said in the past, but often it's just an allocation piece. And then you can make moves to say, actually, this is where I want to be. When I started, I got put on the UK mid-market M&A team. Totally random, apart from the fact that I live in the UK. Okay, cool. Yeah, nice to get a bit of flavour there. Inside look, if you like, in how this all works. So let's move on. Let's talk a little bit about AI then and this startup cohere. So what's the situation with them and the kind of venture capital side of this? Yeah, so we haven't really, as you said before, we haven't really spoken a lot about venture capital on the pod so far. But it is, again, it's a crucial element of the hierarchy of funding leading up to the IPO process and the big M&A process. It's probably kind of stage one. It's base camp for a lot of these companies. So venture capital, it's private capital invested into high growth, high potential young companies that often don't have a great deal of financial historic performance, but have got something to them, something special, something that could go big. Usually that's something is technology. And in order to get big, in order to achieve economies of scale or network effects or whatever it might be, a load of money needs to be pumped in. Now venture capital has only really been a thing since the 1950s, started out in West Coast, as you can imagine. Fairchild Semiconductor was the first one that really kind of kicked off the venture capital boom over in Silicon Valley. But it's going to be a global mega industry. All of the top five companies in the world, apart from Saudi Aramco, were all venture backed originally. And one little corner of this market, which I think is really important as it links together a lot of things that we talk about, is the corporate venture capital space. So corporate venture capital is where big companies, the big beasts of different industries, set up a venturing arm to go out and invest in exciting nimble young technologies that it can learn from, it can potentially exploit in terms of technology and learning from them and things like that. It might well be a financial upside if the company goes big. There's also a bit of a fear of missing out. If there's a hot young thing, these big old beasts want to go and try and get in on the action. And then finally, slightly less upstandingly, there's definitely an element of stifling the competition. If you're the big beast and you see a lot of nimble operators running around doing exciting things, you're probably not going to be able to compete with their speed of movement. Got the big kind of Goliath and then the nimble David. But what you can do is you can invest in them and you can take a board seat and you can understand what they're doing. And then you might eventually try and acquire them. And this is obviously what happened with Microsoft and OpenAI with that mega investment for $10 billion. And this is what's happened this week with Cohere, the large language model generative AI startup using all the right words, raising $270 million from a consortium of big beasts. They've got Oracle, they've got Salesforce, they've got NVIDIA, they've got Deutsche Telekom, they've got Schrodes Capital and a couple of normal VCs as well. So this is a very interesting looking deal. So if I was a banker, I'd be thinking, I need to be going out sourcing any small startup firm that is NLP related for generative AI and I need to be basically getting inside the owner's heads, the board's heads. And then how can I connect then my customer base, i.e. these big cap companies? It almost feels like there's easy money there to be made in some sense because it's such a hot trend and there's so much FOMO going on on a corporate level because of what's happened to NVIDIA and some of these other stocks. Yeah, you're absolutely right. And this industry is relatively well developed just to throw a couple of stats that you just in terms of those relationships between the big beast and the startups. Google Ventures is the biggest corporate venture capital organization in the world and has been for some time. It's made over a thousand investments. Wow, yeah. $150 billion of funding. You know a lot about Alphabet and its market capitalization. $150 billion of funding is nothing. But it's also invested in Uber, Slack, Medium, DocuSign, Drive, StockX. You know, that's not a bad little roster of companies to invest in. So this chain between the little company and the big company is actually already quite well cemented in many industries. And it's also quite interesting to see that actually most industries have corporate venture capital. So there's pension tech, there's insure tech, there's obviously, you know, the technology to technology link. You know, so there's mining technology or like gas technology, but these links between the small and the big are actually quite well established. But when you talk about AI, yes, this is the hot topic. But two years ago, and this is why you have to move quickly in a kind of frothy, fomory market, two years ago, what was the big topic? Web 3, blockchain, crypto. NFT. NFTs, you know, where can, you know, I'm a big beast, I'm a, you know, I'm a global brand. How can I get in on this? Who can I invest in? Everyone's running around, scrambling for the next big thing. And then as soon as it comes, it goes. So you have to be thinking a couple of steps ahead if you're one of these intermediaries or even if you're one of these companies thinking, all right, you know, generative AI is hot right now. You know, I could probably raise money whilst the sun is shining, as it were, but only for this period of time, because the hype cycle, as we all know, and we've seen time and time again, the hype cycle tails off. It doesn't last forever. So who here raising this $270 million, interestingly from this consortium of different corporate backers are just cashing in whilst the hype cycle's right at its peak? Could you, from a corporate strategy point of view, use this, this kind of putting these seeds of funding into these small companies? If you're in the farmer sector, could you use it to circumvent then regulatory scrutiny? So you're like, well, no, I'm just going to invest in a whole bunch of, you know, cancer research related companies working in that R&D at a small clip at the very early phase, so you've got some presence. And then it's like, well, no, I've been there the whole time. Is there any logic in that? There's a bit of logic in that, but then the problem comes when you start, when you go from minority ownership to majority ownership. So there's a lot less regulatory scrutiny on having 5% of company A, 10% of company B, because you don't have control. It's all about control, and it's all about the ability to exploit and integrate commercial upside. So just having a state and sitting on the board, it's going to give you an information advantage to what's going on in these companies. But then when you go and go, actually, I want to buy you, then the regulators go, well, you know, you've been doing this quite a lot recently. We're going to step in and take a look. So it makes sense, but the regulators will still hit you at some point. All right. Well, look, let's talk Kim Kardashian. Just why are we talking Kim Kardashian? She's been in the news. I saw some photos, and they were putting a lot of drama around this event. It was kind of the way they were billing it. It was at this super return, which I've never heard of. So perhaps you can shed some color on, but apparently it was like the main draw for probably lots of different reasons. Yeah. Well, it's a great opportunity to talk about Kim Kardashian. I know you've been itching to do so for months. Let's do it. So yeah, the headline here, and if anyone has followed private equity news, this is not a new headline. But Kim Kardashian turned up last week, this time last week, at the super return conference to have a bit of a Q&A and to start to market the fund that she is setting up. With a partner, an ex-carlyle partner. That's what I love about this story. So this super return conference, it is pretty stodgy. I'm just going to pull a couple of things from the website. You can network at the leading gathering in private capital. It's the most senior, the most global, and with the most LPs, limited partners, 4,000 plus decision makers, 1,300 LPs from 70 plus countries on the ticket. Such amazing topics as fundraising meets secondaries, solutions for GPs navigating the new market environment and preferred equity, evolutions in secondaries and GP strategic situations. Now, when you're looking through the agenda, and you're looking at all of these different ones, and then you say interview with Kim Kardashian, you know, you know which one is going to be the most well attended. And from what I understand, the interview that she did, people were queuing up, you know, spilling out of the room, the gray suits were kind of lining up to get a piece of the Sky Partners fund that Kim was touting. But let's, you know, it's quite a fun story, but let's kind of think a little bit more about the structure of this fund and why it's happening and why Kim Kardashian is getting involved in this. So we all kind of know that Kim Kardashian is an incredibly savvy operator. He's launched multiple businesses, you know, across the consumer space over the last five to 10 years, some of which, well, one of which has got a 3 billion plus valuation attached to it. So she's a good business person, right? You know, she knows what she's doing. She teamed up with a guy called Sammons, who's ex-head of consumer media and retail, Carlisle. I think they met through a mutual friend and they basically got talking so a few years ago. Said, look, you know, Sammons really respected, you know, Carlisle is one of the biggest, you know, the biggest beasts in private equity. He's head of consumer media and retail. He's done some pretty big transactions himself. So he's the kind of private equity respectable head. You're teaming up with Kim Kardashian, who has just got so much brand power and so many followers and a good bit of marketing and commercial now to create a consumer focused private equity fund that hopefully is going to have, you know, is going to have a little bit of an edge. Let me talk to you very quickly about the structure of the fund. This is a good representation of what all private equity funds look like. So this is relatively generic. Kim Kardashian is not vanilla, but this is relatively vanilla in terms of its structure. So the target of the fund is to make 10 to 12 investments of 100 to 500 million dollar equity checks. So if you're thinking you're thinking about a two and a half billion dollar, three billion dollar fund would be the right size for this type of fund. Seeking a minimum commitment of 10 million dollars from limited partners. So I don't know. I would say, sorry, you're going to miss out on this, but I don't know who am I to say. So effectively, what that's saying is you need to be a pretty sophisticated professional investor, probably an institutional investor, a pension fund or an insurance fund or something like that. They're trying to raise a million of a billion dollars. There is a hurdle rate on this fund of 8%. So what does this mean? So a hurdle rate in private equity and in alternative investments, hedge funds, etc. A hurdle rate is basically the minimum rate of return that is required before the general partners, i.e. Kim Kardashian and Samans, before they get to share in the profits. The traditional model is a 2 in 20, you get 2% fees every year and 20% of the shared profit. That is only when you reach a certain hurdle. So if these guys, if the general partners don't hit 8% returns, annualized returns, they will not get any of the share of the profit. They'll just get their management fee. Still not a bad day's work, they want to be targeting 15% or 20% because then they can take up to 20% of the remaining upside. So this is a very typical way to incentivize private equity general partners, the leading people in these organizations, to go above and beyond and not just be satisfied making 2% of a $3 billion fund is not bad every year. You could sit back with your hands behind your head and relax. But then there's this kicker of saying, actually, we could really nail this and make some quite serious money. Given all the other businesses that she has created and the success that she's had, like you said, $3 billion in just one of these ventures, then she's got to be setting her eyes on north of that to make this worthwhile as an exercise. She's probably going to absorb much of her time. Yeah, it probably will absorb a decent amount of her time. But I think this is pretty genius, to be honest. And I can imagine that the day-to-day I'm not in the weeds, but I can imagine the day-to-day will be made up of Sammons running the fund with a bunch of very, very smart associates and directors that he's hired in, possibly from his old place at Carlisle, doing the work of a private equity firm. But then you've got this edge and we always talk about this. We talk about this in public markets, how to be a how do the best investors stay on top. You've got to have an edge, right? You've got to have a quote-unquote unfair advantage, a legal unfair advantage that means that you are going to attract the right companies to invest and buy. But you're also going to be able to turbocharge those companies. Let's just think about it. If these guys if Sky buys a consumer company for a few hundred million and then suddenly Kim Kardashian's got an incentive to push this out to her 360 million Instagram followers and say, look, this thing is pretty cool go out and buy it. Suddenly you've got a revenue boost and what's the incentive what's the goal of a private equity firm to buy, to improve and when I say improve I mean top line revenue and bottom line profitability and then set, you know, their goal is to get into the weeds of these companies improve the companies and when you've got the kicker, which is 360 million Instagram followers and a massive global network this makes a lot of sense. Unfortunately, I don't have 10 million dollars. It's going to say that you are wetting my whistle for this fund. I won in. I won in too. But I was just having a quick look on Serena ventures because I know that Serena Williams a tennis player and I know there's many other celebrities that have kind of trodden a similar path I think Serena is one is where she backs female startups with her VC fund specifically to address the gender situation but is there any precedence for this? I know LeBron James and when we look at these other sports stars it's kind of like a bygone era where, you know, Michael Jordan of the day, I think he really lucked out because he was one of the first athletes to get a proportionate percentage of a ticket on the sale of his own branded shoes which wasn't a thing before then. But with these other ones like LeBron James, I mean the guy's billionaire and he's not a billionaire, he's playing basketball because of all these other business endeavors that he does. Is there any good record of using these celebrities in that way? I think there's a lot of precedent for this being successful and a lot of precedent for this being an absolute failure. I think it all depends if you're a very very successful person in a particular domain, let's say sports A, you're going to have a decent brand and you're going to assume that you are a pretty successful person maybe in other fields as well. The smartest people and the people that have done really well the Serenas of this world the Kim Kardashian's of this world have said, alright I know what I'm really good at but I'm going to get someone who really knows a particular domain partner up with them and use what I'm good at and use what they're good at to create something really really good. So Serena Ventures Sky Partners etc. There are so many stories and often ones that you don't read about but there are some good documentaries of sports stars that think that they're really good and they've got a bit of money so people start coming up to them and go hey do you want to invest in this thing or are you interested in getting involved in my restaurant chain or do you want to get involved in my venture do you want to invest a few hundred K you know we know you've got a little money and you're a pretty smart guy and then you see all of these very very rich and famous sports stars losing lots and lots and lots of money because they haven't put in place the right people to filter these investments they've said yes too much and maybe they've just believed their own hype and thought I'm a very good centre forward and probably going to be very good at property development. I was just trying to quickly jump on and search Shaquille O'Neal Shaq has such interesting business investments his portfolio he basically buys out carwash franchises I think he owns like 200 of them across the states and then he's got there's something like a chicken wing company Krispy Kremes he's got investments in all these different types of businesses that's absolutely brilliant and again just bringing this back to M&A I'm trying to think about synergies here what are the synergies what are the revenue synergies between Krispy Kremes and chicken wings and carwash franchises and things like that and Papa John's sorry that's the other one he's got a stake in as well he can tell Shaq's diet Papa John's Krispy Kremes gets his car washed and then he goes to the 24 hour fitness gym just to burn it off look it's not a bad life alright cool well look on that note Stephen always a pleasure and always great insights from you thanks for taking time out to chat and if you are new to listening to this or if not I mean I do check the stats from time to time I know there's a number of people who listen who aren't subscribed and I haven't rated to show yet so please go ahead and do so that would be much appreciated but thank you Stephen and thanks everyone for listening