Remember how it felt the first time you bought a car on time? Or a house? That sinking feeling as you committed yourself to thousands of dollars of debt and years of monthly payments?
With one stroke of his pen Monday, Utah industrialist Jon M. Huntsman signed a $1.06 billion "mortgage" to acquire the chemical operations of oil giant Texaco Inc.The deal effectively doubles the size of Huntsman Chemical Corp. - already the largest privately held chemical company in the United States - while also doubling Huntsman's annual revenues: $1.8 billion for 1993 and a projected $3.1 billion for 1994, the first year following the merger.
The Huntsman Financial Corp. bought Texaco Chemical Co., an operating unit of the global oil company that manufactures commodity and specialty chemicals at six U.S. facilities, mostly in the Houston area, with smaller operations in Canada, Belgium, the United Kingdom, Brazil and Colombia.
"I think maybe I've changed my mind," Huntsman quipped to Utah reporters who traveled with him to Houston for the announcement. Then he grinned broadly to let everyone know he was just kidding.
Not many people could joke at such a time, but Huntsman seemed as relaxed as a man buying a new sport coat, not a billion-dollar business. It helps that he has a partner in the deal, a 50-50 joint venture with Australian Kerry Packer whose Consolidated Press Holdings of Sydney, Australia, is also a partner in Huntsman's first venture down under - the purchase of Chemplex Australia Ltd. in February.
How the Texaco megadeal will be financed was not detailed by either company other than a comment by Huntsman that he expects to put together bank financing for 55 percent of the total price. Presumably the remaining 45 percent would be financed by him and Packer, his Australian partner.
Although not present in Houston, Packer said in a news release, "We expect this (Texaco) acquisition to be the cornerstone around which the partnership will build. Jon and I will acquire additional chemical companies in the future."But first they have to digest this one, which Huntsman said is without precedent. "This is the first time in history that a major oil company will spin off a segment of its business like this," he said.
The Huntsman team is getting very good at this acquisition business, even billion-dollar acquisitions. In a precisely timed operation that would be the envy of the Houston Oilers' run-and-shoot offense, members of the Huntsman family and organization fanned out over several sites in the Houston area to inform Texaco Chemical employees - some 2,600 of them plus another 2,500 contract personnel - that they have a new boss.
Or will have. To this point, Huntsman has signed only a letter of intent to buy Texaco Chemical - the deal won't close until Jan. 1 - but neither Huntsman nor Ralph Cunningham, president of Texaco Chemical who will retain that title for Huntsman Corp., foresees any regulatory problems upsetting that New Year's Day deadline.
"There are no antitrust issues here, so it should sail through," said Cunningham, who added that his headquarters will remain in Houston.
Huntsman said a limited number of former Texaco jobs will be consolidated into his Salt Lake headquarters, including human resources, legal and financial departments.
Allen J. Krowe, vice chairman and chief financial officer of Texaco Inc., said hiring at the chemical operation was frozen effective Monday and Texaco would continue its ongoing "right-sizing" campaign until the deal is closed.
That means some personnel not offered jobs by Huntsman Corp. will be moved to other Texaco facilities while a limited number of others will be let go as their jobs become redundant with current Huntsman operations.
Also included in the deal, for an extra $10 million, was a two-year option for Huntsman to buy either 50 percent or 100 percent of Texaco's MTBE plant, which is being built at Port Neches, Texas, and will be completed in about 10 months. That plant and another at Port Arthur are among the main operations in the buyout. Huntsman already owns a styrene monomer plant at nearby Bayport.
MTBE is a gasoline additive that is said to boost octane and reduce vehicle emissions. Huntsman said it is used extensively in California to reduce auto pollution.
Both buyer and seller showed they could keep a secret prior to Monday's announcement. Despite intense pressure from both the Utah and Texas media to break the story ahead of time, all parties kept the details under wraps until 4 p.m. Monday after the stock market had closed in New York. Texaco stock was up 1/4 to 651/2 in early trading Tuesday on the New York Stock Exchange.
The rumor mill couldn't have been running much longer than that because Huntsman hadn't even started talking to Texaco Chairman Alfred C. DeCrane Jr. until July 21 after a chance meeting the two had at the Helmsley Palace Hotel in New York City - one of the quickest billion-dollar courtships on record.
Huntsman is buying an operation that is at once synergistic with his other operations but which also constitutes a diversification from the company's plastics business into ethelene, propylene, ethylene oxide, ethylene glycol and other chemicals that are among the basic building blocks for a huge variety of products such as appliances, soaps, insulation, ballpoint pens, eyeglasses . . .
"It's impossible to find any industry that doesn't use some part of our business in it," said Huntsman.
Many industry insiders might question the timing of Huntsman's purchase: The chemical industry, one of the most economically sensitive and cyclical, has been in a prolonged slump for several years and shows no sign of coming out of it soon.
Huntsman understands that better than anyone else but notes that the best time to buy things is when times are bad and good deals can be found. Does that mean he got Texaco Chemical cheap at $1.06 billion? Maybe it will seem so one day - certainly by the end of the decade, by which time he believes the industry's upcycle must be well under way.
"We have the deep pockets and the long-term approach to do this where a public company perhaps could not," said Huntsman. "I don't have to go to shareholders and tell them we have to miss a dividend."