How being public eases acquisitions

By Felix Salmon
May 10, 2011
acquisition of Skype by Microsoft comes just in time for the Capitalyze conference in San Francisco, which I'm sure will be talking about this:

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The acquisition of Skype by Microsoft comes just in time for the Capitalyze conference in San Francisco, which I’m sure will be talking about this:

The biggest winner of this deal could actually be Facebook. The Palo Alto-based social networking giant had little or no chance of buying Skype. Had it been public, it would have been a different story. With Microsoft, it gets the best of both worlds — it gets access to Skype assets (Microsoft is an investor in Facebook) and it gets to keep Skype away from Google.

If Om’s right about this, then Facebook is just plain lucky that deep-pocketed Microsoft came along to keep Skype out of Google’s hands. If Facebook were public, on the other hand, then it could have just snapped Skype up itself.

I’ve already said that Facebook will go public — but for boring technical reasons, rather than for big strategic reasons like this. And so the question arises: is Om right? Does being public give companies the ability to make large strategic acquisitions, which are impossible so long as they’re private?

This particular case, like so many other cases where Facebook is involved, is exceptional. Skype’s owners, including Silver Lake Partners and Andreessen Horowitz, might well have been quite well disposed towards a deal where they sold Skype to Facebook and got a large yet illiquid chunk of Facebook in exchange. But I’m not sure if that’s even possible, the way that those funds are set up in Silicon Valley: while Silver Lake and Andreessen Horowitz are indeed investing in the likes of Facebook, they’re investing their new funds in those companies, rather than the old funds which invested in companies like Skype and are now reaching maturity.

In any event Om’s point is a good one: if a private company wants to make a big acquisition, that’s a lot easier if your stock is public than if it’s private.

Staying private, then is something which companies might like to do for much longer than they did in the past. But if you’re extremely ambitious and want to grow through the acquisition of large companies, then you pretty much need to be public. Look at Glencore: it desperately wants to buy Xstrata, and the only way it can see of doing that is by going public first.

I’m not entirely clear on why this should be. After all, private-equity companies make enormous acquisitions all the time, and they’re not public. (At least the funds making the acquisitions aren’t public.) It makes for an interesting intellectual exercise to wonder whether Facebook could borrow $7 billion or so to buy Skype, if it were so inclined. But of course it isn’t so inclined: that kind of leveraged buyout makes no sense in Silicon Valley, and Skype would be crushed under such a debt burden. The only remotely sensible way to borrow the money would be if it were a bridge to an IPO, and then at that point you might as well just IPO first.

But the lesson of Skype is that you never know when a big strategic opportunity might arise. And when it does, there will be some part of you wishing that you were public, if only for the option value it confers.

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