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Eastman CFO Outlines Acquisition Strategy

Last week, the Chemical Notebook headed to New York City to attend the 2012 IHS Chemical Financial Forum. Nice event, attended by 60 or so. It was emceed by Robert Westervelt, editor-in-chief of IHS Chemical Week. My dear longtime frenemy did a masterful job moving the conference along and asking good questions, as he usually does.

It was a day packed with a lot of good speakers. Curt Espeland, chief financial officer of Eastman Chemical, gave the keynote, which was an overview of his company’s merger and acquisition strategy. This is a pretty timely topic given that Eastman is set to complete its $4.7 billion acquisition of Solutia next month.

Eastman’s current M&A strategy is rooted in the turnaround that former CEO Brian Ferguson led a decade ago. Eastman had been a serial acquirer. It made expensive purchases of publicly traded firms like McWhorter Technologies and Lawter International to build up its coatings, adhesives, specialty polymers, and inks (CASPI) business. The acquired business didn’t congeal as planned.

When Brian Ferguson took over in 2002, he initiated a three-part strategy for the company, Espeland says. The first part: Shrink before you grow. Eastman sold off $3.2 billion worth of business since 2002. This includes the sale of a large chunk of the CASPI-related businesses it had bought. Momentive now has those units. Eastman sold its polyethylene business to Westlake.

A series of divestitures got Eastman out of polyethylene terephthalate. “Before we started this journey, we were the largest PET producer in the world,” Espeland told the audience. “Today we don’t even make the product in any meaningful way.” Worth noting here is that while it got out of commodity packaging polymers, Eastman kept specialty polyesters, leaving intact a core chemistry capability. This seems to be paying off with its Tritan polymer.

Espeland

The next part of Eastman’s strategy: Earn the right to grow. This entailed improving the profitability of the business that it kept.

Now with new CEO Jim Rogers, Eastman has switched to its third phase: growth. “Joint ventures and acquisitions has become the primary tool we’re using to pursue that strategic shift,” Espeland said.

Curiously, the pre-Ferguson era fomented queasiness over acquisitions at Eastman. “In fact, we had a negative bias against acquisition because of our history in the late 90s,” he said.

Management had to reverse that. The company started out small, focusing on small “bolt-on” acquisitions. Through purchases such as Genovique Specialties and Sterling Chemicals, Eastman has quietly doubled the size of its non-phthalate plasticizer business, to $600 million.

These acquisitions helped Eastman build capability and confidence—enough to attempt the purchase of Solutia, a deal about 30 times larger any purchase it has contemplated in the current era.

Espeland says the strategic fit between Eastman and Solutia justifies the scaleup. The two firms, he said, are similar in profile. Following its 2003 bankruptcy, Solutia also went through a shrinking phase, getting rid of businesses such as nylon.

Moreover, Solutia is built around strong market positions in business like its Saflex polyvinyl butyral glass interlayer sheet and its insoluble sulfur tire vulcanizing agent. Eastman sees synergies with these businesses. For instance, the company hopes to introduce cellulose-based specialty polymers into tires.

Additionally, and this isn’t something that Espeland highlighted in the talk, there seem to be manufacturing synergies as well. Eastman makes or buys eight of Solutia’s 10 most important raw materials. For instance, Eastman is the largest U.S. producer of n-butyraldehyde, used to make PVB. It’s interesting that Eastman is contemplating building metathesis in Longview, Texas, which would give it more propylene and further enhance the back-integration of its oxo-business.

To listen to Espeland, it doesn’t seem that Eastman is done making acquisitions, though it will pause at it digests Solutia. “After we get through a period of deleveraging, Eastman will be in a position of strength and have the cash to continue to do joint ventures and acquisitions,” he said. When asked about the M&A environment, he joked that while landscape was rife with acquisition targets “no one should look at chemical deals for the next year as we deleverage.”

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