NewYorkNewYork A “Goldilocks” Period of Deals An Interview with James B. Lee Jr., Vice Chairman, JPMorgan Chase & Co. EDITORS’ NOTE In 1975, Jimmy Lee of those big moves with the recent Boards and management teams need to joined Chemical Bank and worked Verizon and Nokia deals. be discriminating about this activity because in a variety of specialty lending busi- Borrowing capacity for com- some activists have been very thoughtful. nesses until 1980, when he founded panies is at an all-time high; inter- There are also core changes going on in and ran Chemical Bank’s merchant est rates are still historically low; activism that companies need to be dialed into. bank in Australia. Lee is widely cred- cash balances are at an all-time high; It is important to have break-the-glass plans for ited as the architect of the modernsyn- investors are looking for growth when someone or some fi rm comes into their dicated loan market. In 1982, he and equities trump fi xed income as a stock and they have strongly held views. founded and started the bank’s syndi- place to put your money right now. The lessons for boards are: know who cated loan group in New York, which What hasn’t been part of the owns your company; have consistent dia- constituted the origins of the invest- narrative is the distinction investors are logue with them; take steps to always evaluate ment banking business at Chemical making between earnings per share and improve competitive metrics against your and later Chase Manhattan Bank. James B. Lee Jr. and revenue growth. After looking peers; and have a break-the-glass plan if some- Lee ran the investment bank un- at fi rst quarter earnings of companies one comes into your stock in a big way. One til the merger with J.P. Morgan & Co. in 2001. this year, it’s clear that most did a pretty good good habit for companies to get into is to con- Earlier, following Chemical’s merger with job of meeting or exceeding EPS estimates and tinually ask themselves what an activist would Manufacturers Hanover, Lee founded the expectations. Even if they met EPS targets, many do if he owned my stock. This topic needs to bank’s high yield business, which was the compa- companies got punished if they showed fl at or be discussed at the board level regularly. This ny’s fi rst public securities business, therefore lower-than-expected revenue. is a service we provide to our clients. competing directly with Wall Street for the fi rst Also interesting is how acquirer stocks Have the deals become a lot more time since Glass-Steagall was enacted. At the same have been going up upon announcement, complex? time, he built the bank’s coverage of private eq- which is not the norm. The notion is that com- Yes. Dell is a good example. It went uity fi rms and its mergers and acquisitions busi- panies need more top-line growth and doing through a management-led leveraged buyout ness. Later, he led the acquisition of Hambrecht the right deal can become more valuable imme- that took more than a year to complete and it & Quist (H&Q), which was the bank’s fi rst public diately. These two things coupled with the fl ush had everything that can make a big contested equity business. Along the way, he recruited sev- liquidity and low interest rates have led to some deal complex-in fact it will go down as one eral talented executives to help him lead this effort, big deals – and could lead to more. of the most complex deals I have ever done. many of whom are still with the company in po- Activity is up for the fi rst time since the The deal also played out on the big, sitions of leadership. This integrated approach to crisis and I expect it will stay up and remain public stage. When doing a contested trans- loans, bonds, equity, and M&A created “one- global. I believe we will see some more really action in the public domain, not only do you stop shopping,” which pioneered today’s industry big deals in this environment over the next year. have to win on value, you also have to win in standard for investment banking. Lee received a What are other trends in the M&A the court of public opinion. B.A. from Williams College in 1975, where he dou- business? How critical is it that the next mayor ble majored in Economics and Art History. Another big trend is shareholder activ- of New York engages with business leaders ism. It’s not just the traditional activists that and promotes public/private partnership? COMPANY BRIEF JPMorgan Chase & Co. are adding to this – you’re seeing a lot of big, It’s mandatory. Businesses create jobs, (www.jpmorganchase.com) is a leading global traditional, long-only, non-activist types hav- and jobs create revenue for the city. fi nancial services fi rm with assets of $2.4 trillion ing a voice on strategy and price. Engagement with the companies that and operations in more than 60 countries. The Any shareholder vote has become fair game form the lion’s share of the tax base is critical. fi rm is a leader in investment banking, fi nan- for activism in this new era. This is an important Under Mayor Bloomberg, New York City has cial services for consumers and small business, change. Companies that are not doing that well fl ourished – partly because he recognizes the commercial banking, fi nancial transaction pro- and falling behind their peers need to be dialed importance of working with all the constitu- cessing, asset management, and private equity. into who owns their shares and what they’re think- encies that make New York so great, including ing. Just because their owners may be big tradi- business leaders. Mike has been a spectacular How have things changed when it comes to tional funds, they cannot assume that whatever leader – I wish he would run for President. how acquisition transactions are done? that company does, those funds will be supportive. Are you surprised by how close-knit Today, we’re entering a “Goldilocks” period It’s also important to recognize that not the business community is in New York? of deals, meaning a lot of factors are just right for all activists are the same. No. When you fi nd the right cause, peo- companies looking to make big strategic moves. At Yahoo, for instance, Dan Loeb brought in a ple come together. It’s a function of the pride When the NBC, Heinz, and Virgin Media new board; recruited Marissa Meyer, a terrifi c CEO, we all take in our city. When we come to- deals were announced earlier this year, it set and did some fairly sophisticated things to Yahoo’s gether as a group, we are able to create the stage for other boards to start taking action corporate fi nance activities. He’s an activist who came a dramatic impact any issue we choose to on what are some fundamental challenges that in and acted as a constructivist and helped that com- help keep New York City the greatest city on companies face today. You just saw two more pany along. It’s a new company with a bright future. Earth.• 22 LEADERS POSTED WITH PERMISSION. COPYRIGHT © 2013 LEADERS MAGAZINE, INC. VOLUME 36, NUMBER 4.