Business Irish

Sunday 21 January 2018

Pfizer shows relationships still a big deal in business

Ian Read, chairman and chief executive officer of Pfizer Inc., left, and Brent Saunders, president and chief executive officer of Allergan Plc, stand for a photograph in front of Pfizer headquarters in New York, U.S., on Monday, Nov. 23, 2015. Pfizer Inc.
Ian Read, chairman and chief executive officer of Pfizer Inc., left, and Brent Saunders, president and chief executive officer of Allergan Plc, stand for a photograph in front of Pfizer headquarters in New York, U.S., on Monday, Nov. 23, 2015. Pfizer Inc.

Pamela Barbaglia and Mike Stone

Alan Schwartz knows how to play a long game. The executive chairman of boutique investment bank Guggenheim Partners spent almost 20 years cultivating Pfizer boss Ian Read as a client. His strategy paid off handsomely when Guggenheim was named lead adviser for one of the biggest deals in history - Viagra-maker Pfizer's $160bn (€151bn) acquisition of Ireland based Botox-maker Allergan.

Guggenheim and Pfizer's three other advisers will share between $125m and $150m in fees on the Allergan deal, according to a separate source familiar with the matter.

Schwartz (65) had been working with Read since 2013 to find a European-registered company with which US firm Pfizer could combine and shift its headquarters to a country with a lower tax rate, so-called inverting.

But their relationship stretches back to the late 1990s, when Schwartz was a banker at Bear Stearns and Read was an executive working his way up at Pfizer, according to three people who've worked with Schwartz.

Such ties with key executives partly explain why small investment boutiques like Guggenheim can sometimes trump full-service investment banks such as Bank of America for advisory roles on mega-deals. Getting close to people in business development is very much part of the playbook of Schwartz, who has also spent the last two decades working closely with the likes of Verizon, Walt Disney and Cablevision.

He works with operational managers on a long-term basis - without doing deals - to discuss strategy and cultivate trust, according to the sources. Then, when they reach positions of power and an M&A opportunity comes up, an advisory role is the prize.

Guggenheim, whose partners rarely speak publicly, declined to comment. Its office in Dublin is one of only eight outside the US.

The dealmaker was first noticed by Pfizer executives in the late 1990s, when he started presenting them with dossiers of possible takeover targets, according to one of the sources.

In 2000 Pfizer decided to buy Warner Lambert, a company Schwartz was advising. Since then the US company has used Schwartz on many of its deals.

He led negotiations on Pfizer's acquisition of Hospira this year, and before that he advised on the takeover of Pharmacia in 2003. He also played a key role on the $16.6bn sale of Pfizer's consumer healthcare unit to Johnson & Johnson in 2006 and helped the firm on the $2.4bn sale of its Capsugel pill unit in 2011.

The close ties he had cultivated with Pfizer and Read paid off most spectacularly recently when Guggenheim was named lead adviser on the Allergan deal - which ranks as the second-biggest M&A transaction ever.

Schwartz was the last CEO of Bear Stearns before it was sold to JPMorgan Chase in 2008, and the following year he joined Guggenheim, which is based in New York and Chicago.

Wall Street veterans who know Schwartz describe him as a masterful adviser who uses his strategic insight and dealmaking skills, rather than wining and dining, to cultivate company executives.

"He has an ability to immerse himself in the details of a company's business, the competitive landscape and a potential transaction while simultaneously framing these issues in the big picture as a consigliere to CEOs," said Flexis Capital managing partner Louis Friedman, a former Bear Stearns investment banker who worked with Schwartz for years.

Schwartz and other bankers working for Pfizer in its negotiations with Allergan would refer to the merger project as "Pony" in written communications to keep its identity secret, according to one of the sources. His main counterpart on the Allergan side was Steve Frank, co-head of global healthcare investment banking at JPMorgan.

Pfizer's acquisition of Allergan will be financed mostly with Pfizer's stock, so Guggenheim was not handicapped by its limited ability to provide debt financing compared with bigger rivals.

In addition to Guggenheim as top adviser, Goldman Sachs Group, Centerview Partners Holdings and Moelis also advised on the deal.

Although Schwartz's previous attempt at inverting Pfizer had been unsuccessful, it led to him hiring an investment banker, a move that helped cement Guggenheim's relationship with the drugmaker.

Schwartz advised Pfizer last year when it approached Britain's AstraZeneca about a £70bn bid, only for it to be snubbed. Also advising Pfizer however was Bank of America Corp's Fares Noujaim, who Schwartz subsequently recruited to Guggenheim.


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