On the other side of the Atlantic, three years after its formation, InBev had absorbed the main commandments of the Ambev culture. All employees were aware of their targets – a task that was carried out from the top to the factory floor with the help of the consultancy of Professor Vicente Falconi – and they took part in a new variable remuneration program. The previous resistance by some of the employees to the Ambev meritocracy model was under control, partly because many of those who had complained about the new style had left the company. The synergy between the two brewers had resulted in savings of around US$ 150 million. The profit increased by almost 150% between 2005 and 2007, jumping from 0.9 billion Euros to 2.2 billion Euros.
The three Brazilian entrepreneurs felt it was time to move on. They had always had the ambition of becoming the owners of the largest brewer in the world. Now, they finally had the muscle needed to take the final step: buy America’s Anheuser-Busch, the producer of Budweiser, the world’s best-selling beer.
On June 11, 2008, Brito sent August Busch IV, AB’s CEO, a letter in which he formalized the intention of buying the company. In November, Lemann, Telles and Sicupira became the controllers of the American brewery at a cost of US$ 52 billion, and created AB InBev.
The takeover was quick. Six months after concluding the purchase, a report in The Wall Street Journal highlighted a list of changes carried out by Brito and his team of Brazilians at AB’s head office in St. Louis, Missouri. The walls of the executives’ offices were pulled down to give way to a big room where they would now share the same table. The number of BlackBerries in the executives’ hands fell from 1,200 to 720. The brewer’s fleet of planes was put up for sale and executives started to travel on commercial airlines – coach class, of course. The free distribution of beer ended, as did the tickets to St. Louis Cardinals games. Around 1,400 employees – many of them with decades of service – were dismissed in the first weeks of the new management. Once the accounts were made, in less than a year, Brito and his team had cut US$ 1 billion in costs and got rid of assets that came to US$ 9 billion.
“The changes have been tough for workers to swallow. Some are grappling with heavier workloads, anxious about job security and frustrated with the emphasis on penny-pinching,” the paper reported. There was little difference between what had happened when Brahma Ambev and InBev were formed previously.
The world financial crisis that erupted in September 2008 made the measures adopted by Brito even more urgent. The acquisition of AB required InBev to take on too much debt, just at a moment when money was becoming scarce throughout the world. For this reason, the belt tightening occurred not only in the recently-purchased American brewer. The general rule was that all operations needed drastic cuts, and the already laid plans for 2009 in Brazil had to be revised in a hurry. Castro Neves, Ambev CEO, described how it was:
“Normally, the budget we set for the following year began being prepared in July/ August. So when the crisis exploded, it was virtually ready and had to be revised in two or three weeks. We needed to act quickly and change the goals. We usually had four big targets a year: market share, expenses, EBITDA and cash. We saw that 2009 would be a year of survival and decided to focus on only two: EBITDA and cash. Then we had to do our homework. How can I extend some payment period? How can I put off some plant expansion project? How can we make a product launch with R$ 20 million and not R$ 30 million? You had to make choices... Anything that was not essential had to wait.”
Brito and another 39 senior AB InBev executives had an extra incentive to reduce expenses quickly and integrate AB to the Belgian-Brazilian brewer. Shortly after the conclusion of the purchase, AB InBev offered the group a package of 28 million share options, equivalent to US$ 1 billion at the time. However, the executives would only receive these shares if they managed to reduce the company’s debt by half by 2013. It was all or nothing.
Not only did Brito and his troops achieve this goal, they did it two years ahead of the deadline. As a result, a new crop of millionaires was formed, as had occurred so often during the trajectory of Lemann, Telles and Sicupira. The stake promised to Brito alone came to R$ 500 million based on the AB InBev share price at the beginning of 2013. The stock had appreciated by 270% since the acquisition of AB. The magazine Época Negócios reported at the time that it was the biggest amount ever paid in variable remuneration to a Brazilian. However, in line with the culture of Lemann and his partners, Brito will not receive the prize all at once. Instead, he will gain half the shares in 2014 and the rest in 2019. (This means the total value to be received could rise or fall, depending on the share price at the time of payment). The company’s public accounts show that Brito holds 0.18% of the shares, equivalent to almost R$ 600 million. (This amount does not include the package of shares he will get in the future.)
The relentless cost-cutting programs Brito carried out after the purchase of Anheuser-Busch raised angry responses right from the start. Brito became, simultaneously, a highly regarded executive on Wall Street (for the extraordinary financial results he presented quarter after quarter) and a figure of public disdain (as a result of the side effects of all the efficiency, such as employee dismissals). Recent criticism came from consumers who accused the brewer of altering the flavor of its beers. A cover story by the American magazine Bloomberg Business Week in October 2012, highlighted the problem by revealing how the pursuit of cost cutting was affecting the manufacture of AB InBev products. The magazine reported that Beck’s beer sold in the US, previously imported from Germany, was now coming from the plant in St. Louis. It also claimed that the company had replaced a number of traditional suppliers, such as those of hops, an essential ingredient in beer production. By doing so, the magazine alleged the taste of the beer had worsened, and a number of small suppliers that had been dismissed from one day to the next had lost much of their business. Of Brito, it stated: “… he’s risking the devotion of American beer lovers by fiddling with the Budweiser recipe in the name of cost-cutting.”
Lemann does not eat hamburgers. His diet is highly regulated and is more of a combination of “fish with salad” than “sandwich with French fries.” Ironically, it was in the fast-food sector that he and his partners found the second opportunity to invest in the US. Since 3G began its operations in New York, the fund run by Behring dedicated itself to a kind of fast-food tasting. It made small injections in chains like Wendy’s, Jack in the Box and McDonald’s. Behring took advantage to learn more about this area and reached the conclusion that there was one big chance. The target was Burger King, one of the largest fast-food chains in the world with a presence in around 70 countries. Burger King had had six different controlling groups in 50 years of activity and had been underperforming, with weaker results for at least a decade. In other words, a great opportunity for 3G.
Behring sought out a member of the Burger King board of directors at the end of 2009, on the pretext of getting to know the company better. While he combed through everything he could, Behring was preparing to make an offer. Lazard was hired as the bank. Burger King’s CEO and board chairman, John W. Chidsey, received a letter on March 29, 2010, in which Behring officially expressed his interest in buying the chain.
Five months of intense negotiations followed, and it was announced on September 2, 2010 that the company had been sold for US$ 4 billion. Not all the money came from the pockets of Lemann, Telles and Sicupira. They injected US$ 1.2 billion, with the rest raised from a group of investors, which included banks like JP Morgan and Barclays Capital, and businessmen like Eike Batista and Alexandre van Damme, their partner in AB InBev. Hees was chosen to run Burger King. He had spent the previous months preparing Paulo Basílio to succeed him as the CEO of ALL. (3G only holds 30% of Burger King’s capital in Brazil, as the local operation is controlled by Gilberto Sayão’s Vinci Partners.)
Sicupira commented on the acquisition during an event organized by the NGO Endeavor, which supports entrepreneurism held in 2011:
“I don’t kn
ow if I am going to learn to eat hamburger, but I will learn how to make it... I reached the conclusion that the brand [Burger King] is much a stronger brand than people thought. Burger King is not a big company and less than half the size of Lojas Americanas in every sense, not only in terms of the number of stores, but also in terms of EBITDA, which is less than half the amount we paid and less than half of Lojas Americanas’ market value... But what a repercussion this acquisition had! I have friends in various parts of the world and the news appeared in all these countries. Now, if you have a very good [brand] recognition and revenues that do not match the size of this recognition, that means that you have a great opportunity...”
Lemann, Sicupira and Telles followed the negotiations led by Behring from a distance. When the deal was closed, they wanted to see their new investment close up. Sicupira and Lemann went against their usual eating habits, and even sampled Burger King sandwiches to get to know what they would be selling around the world. (Lemann’s opinion of this unusual gastronomic experience was that the portions were too big.) Sicupira and Telles joined the board of directors alongside Behring (who was the chairman), Hees, Van Damme and the other three independent members.
“Over the last 10 years, we have followed a correct strategy, leaving things that were side issues for us to concentrate on the core ones,” said Thompson, who is currently a member of the boards of AB InBev, Ambev and Lojas Americanas. “Our time is totally dedicated to these things that are important, as is now the case with Burger King... When you write out a big check you want to look after this big check.”
Nobody has as much responsibility for looking after this “big check” as Bernardo Hees who is 42. He, his wife and two children are now living in Miami, where the company’s headquarters are. Hees had learned how the three partners thought more than two decades earlier, when he studied economics at PUC in Rio and applied for a grant at the Estudar Foundation:
“My last interview to gain the grant was with Beto in Lojas Americanas, where he was in charge at that time. I remember thinking how great it was to see a CEO like him wearing jeans. Beto sat down, put his feet on the table and asked why I wanted money from him. I was 20 and told him I needed to pay for my studies. My father had retired, and it was not a very good time. He had managed to look after me until then, thank God, but now it was up to me, I had to make my own life. Then Beto asked the second question: ‘Are you going to spend my money on girlfriends?’ I said I wanted the money to pay PUC, but if there was any left, yes, I would spend it on my girlfriend. He laughed at the joke. I think he liked my answers and I liked his frankness and direct style.”
Hees graduated from PUC and did a MBA at Warwick University in England. He began working at ALL in 1998 as an analyst. Seven years later, he was the CEO. In July 2010, when he was still in charge of ALL, he became a partner of 3G. It was an unmistakable sign that a transition was underway at the railroad company, and that Hees was being prepared to assume another position.
Since his arrival at Burger King, Hees has been using all the three partners’ principles. Notice boards with targets and performance were put up at the company’s head office. Hundreds of employees were fired. The executives were encouraged to leave their offices to visit stores and learn to prepare sandwiches. Burger King’s market capitalization came to US$ 6.2 billion at the beginning of 2013, more than twice the amount when 3G bought the company. (The company’s capital was closed following the acquisition and the shares began trading again in June 2012.) It was a considerable improvement, but still left the company a long way behind McDonald’s, the sector leader with a market value of almost US$ 92 billion.
As the Burger King operation began to get on track, Behring was able to wind down some of his work as board chairman and look around for a new business. He had a fund of US$ 4 billion available to invest in a new venture. This money not only came from the three founders of 3G, but also from investors such as the three Belgian families that were partners of Lemann, Telles and Sicupira in AB InBev. As happened with Burger King, the target would be another company with a strong brand and global reach where the results could be improved through a management shock.
There was speculation that 3G was behind the cosmetic producer Coty’s unsuccessful hostile bid for Avon in April 2012, and there was no shortage of reasons for this suspicion. Peter Harf, a German who is chairman of the Coty board and the main supporter of the bid for Avon, was the chairman of the AB InBev board of directors until the beginning of 2012. Coty’s CFO, a Brazilian named Sérgio Pedreiro, was in charge of the financial area of the logistics company ALL for a number of years. Some of the resources for the possible purchase of Avon would come from Berkshire Hathaway, the investment company of Warren Buffett, an old friend of Lemann. (They have become so close that Buffett has accompanied Lemann to three workshops with Jim Collins in Colorado in recent years.) The fingerprints of the three were everywhere.
Behring would only manage to find the ideal company to invest the billions he had in cash eight months later.
The next launches
Susanna Lemann got a shock early on Friday November 30, 2012. She had just switched on the local radio news as she was having breakfast in her kitchen in Switzerland when the announcer mentioned her husband’s name. She was used to seeing his name in newspapers and magazines, but hearing him mentioned on the radio was something different. The reason for the mention was that the latest issue of the magazine Bilan had ranked him as one of the richest people in Switzerland. As Lemann had dual nationality – Brazilian and Swiss – he had been appearing in the ranking for a number of years, though nowhere near the top. Now he was in second place, behind the Swede Ingvar Kamprad, who had founded the Ikea retail chain. A few hours later, the ranking of global billionaires, updated on a daily basis by the Bloomberg news agency, would show that the Swiss-Brazilian had overtaken Eike Batista, owner of the EBX group, and become Brazil’s richest man, with an estimated fortune of US$ 18.9 billion. People close to Leman say he was unfazed by the news.
“When Sam Walton appeared on the list of the world’s richest people, we asked what he thought and he said that lists changed nothing because they were only paper,” Lemann said. “He said other things were really important. That’s how I feel.”
What was important to him was the sustainability of his companies and philanthropic initiatives, and as he stepped back from the daily running of the companies he controlled, Lemann began dedicating his attention to educational projects.
About a third of his time is now spent on activities related to the Estudar and Lemann foundations. Both practice the austere culture and pursuit of excellence, which is such an inherent part of his companies. Besides a lean structure – the two foundations jointly employ fewer than 25 people – all staff have goals to meet. Estudar, which the three partners founded in 1991, has already made 529 graduate and postgraduate study grants to Brazilian students at home and abroad. Each one that was approved was submitted to the three for their assessment. One of the students who went through this funnel process was Mateus Bandeira, the former CEO of the Banrisul bank from southern Brazil, who’s currently in charge of a consultancy firm founded by Vicente Falconi. Others who have also assumed senior positions in companies controlled by the partners and received grants include Castro Neves and Hees.
Lemann acts as a kind of traveling international ambassador for the Estudar Foundation. It is largely thanks to his contacts with foreign universities that Estudar regularly invites representatives of top institutions to Brazil to give speeches to students. For example, the Foundation invited the president of Harvard, Drew Faust, to speak on the experience of studying there at the beginning of 2011. Lemann, a former Harvard student and large donor, was her host and accompanied her during a meeting with Brazilian President, Dilma Rousseff.
Lemann also has a full agenda of activities with the Lemann Foundation, which he created in 2002 to help improve the quality of public education in Brazil, it’s first initiative be
ing to offer training for teachers and managers of public schools.
The Lemann Foundation has attracted international attention in recent years. In 2012, it formed a partnership with Stanford University to create an entrepreneurial and innovation studies center for Brazilian education. It also has two other international partnerships with Harvard and the University of Illinois to give grants to students who are focusing their studies on Brazil. In January 2013, Salman Khan, an American known as “Bill Gates’ teacher,” visited Brazil to talk about his teaching method, which has been revolutionizing education throughout the world, with classes shown on YouTube. (The Lemann Foundation reached an agreement with the Khan Academy in 2012 to translate its lessons into Portuguese.)
Telles and Sicupira are not only involved in the Estudar Foundation, but they have initiatives of their own. Telles’ is Ismart, an NGO that offers study grants to students from low-income backgrounds to attend top rate private colleges. He is a member of its board of directors and also takes part in the final selection of those who obtain grants. Just over 1,000 students have benefited to date. Sicupira splits his time between two foundations. The first is Endeavor, an American organization that provides support for entrepreneurism and that began operating in Brazil in 2000 thanks to Sicupira’s assistance. Since then, Endeavor’s Brazilian operation has grown into a powerful machine that has multiplied the number of new businesses set up in the country. In addition to providing direct support to 56 business leaders – financially as well as through training, networking and coaching – Endeavor gives lessons on entrepreneurship to anyone interested in the subject through on-site and Internet courses and events throughout the country. Endeavor estimates that it has directly helped create more than 20,000 jobs in Brazil. Sicupira handed over the chairmanship of Endeavor in 2012 to Laércio Cosentino, the owner of Totvs, and Sicupira will remain a board member.
DREAM BIG: How the Brazilian Trio behind 3G Capital - Jorge Paulo Lemann, Marcel Telles and Beto Sicupira - acquired Anheuser-Busch, Burger King and Heinz Page 20