The Pomp Podcast - #649 Building a $80+ billion company w/ Brent Saunders

Episode Date: August 31, 2021

Brent Saunders is the CEO of Vesper Healthcare Acquisition Corp. He was previously CEO of the pharmaceutical company Allergan.  In this conversation, we discuss Allergan, building a $80+ billion bus...iness, growing through M&A, The Beauty Health Company, bitcoin, crypto, and Brent tells some amazing stories.  ======================= Polymarket is the world’s leading information markets platform where you can trade on the most pressing global questions and see unbiased, real-time data on what the market thinks will happen – all on the blockchain. For a limited time, sign up with referral code “Pomp” to get your first trade reimbursed up to $100. Click on the link to get started: polymarket.co/pomppod ======================= Cosmos is building the Internet of Blockchains, marking a new era of interoperability, scalability, and usability. The free flow of assets and data between blockchains with bridges to Ethereum and Bitcoin will unleash the potential of DeFi, NFTs, and much more. Dive into Cosmos at cosmos.network/pomp  ======================= Matrixport, Asia’s fastest growing digital asset platform with $10 billion in assets under management and custody, it offers one-stop crypto financial solutions including fixed income, DeFi in 1-click, structured products, Cactus Custody™, spot OTC as well as lending. You can earn from high single digit with fixed income to high double digit yield with their Dual Currency Product. If you hold crypto and look for yield, this is the app you don’t wanna miss out. Go download the Matrixport App and enjoy a welcome offer of 30% APY on USDC here: https://invest.matrixport.com/en

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Starting point is 00:00:00 What's up, everyone? This is Anthony Pompliano. Most of you know me as Pomp. You're listening to the Pomp Podcast, simply the best podcast out there. Now let's kick this thing off. Brent Saunders is the CEO of Vesper Healthcare Acquisition Corp. He was previously CEO of the pharmaceutical company Allergan. In this conversation, we discuss Allergan, building an $80 billion business, growing through M&A, the beauty health company, Bitcoin, crypto, and Brent tells me some amazing stories. I really enjoyed this conversation with Brent, and I think you will as well. Before we get into this episode, though, I want to quickly talk about our sponsors. First up is Polymarket, the world's leading information markets platform, where you
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Starting point is 00:03:06 Anthony Pompliano runs Pomp Investments. All views of him and the guests on his podcast are solely their opinions and do not reflect the opinions of Pomp Investments. You should not treat any opinion expressed by Pomp or his guests as a specific inducement to make a particular investment or follow a particular strategy, but only as an expression of his personal opinion. This podcast is for informational purposes only. All right, guys. Bang, bang. I've got Brent here with me. Thank you for doing this. Yeah, it's a pleasure pleasure to be here. You, uh, have a fascinating story. You built, uh, one of the largest companies in the world and you sold it for tens of billions of dollars. Uh, but those in Silicon Valley
Starting point is 00:03:46 probably have heard of the company, but have no clue how this happened. So we're going to unpack that. But, uh, maybe before we do that, what did you do before Allergan? Like what was your background and how'd you get into, um, this space? Yeah. So I was one of those like drifters. I had, I had no idea what I wanted to be. And I tried a couple of different things. I went to law school, hated being a lawyer, went back and got a business degree, did consulting. I was a partner at Pricewaterhouse Consulting, worked in hospitals, worked in managed care, kind of gravitated towards health care, and got my break in the, I guess it was late 90s, with a company called Shearing Plow. And the first real business I ever ran was consumer health products, so brands like Claritin and Dr. Scholl's and Coppertone, some fun brands around the world, and turned that into a fairly successful business venture and just kept going.
Starting point is 00:04:44 How important was it to have the consulting background? I think that especially in Silicon Valley, the consultants usually catch a bunch of flack and everyone's like, oh, yeah, of course you're a consultant. But it does feel like you pick up pretty important skill sets, whether it's the presentation skills, the kind of financial chops, et cetera. Like, how do you think that had an impact on actually running the business eventually? Yeah, you know, I actually, when I think about it, I would say it was probably the most valuable learning experience I had. Almost five years I spent consulting. Probably I grew professionally more doing that than anything else I ever did. And I think a lot of it has to do with I had exposure to so many different issues, and I got to have exposure to so many different companies at very senior levels many times, making presentations or working with CEOs or board of directors or heads of big business units.
Starting point is 00:05:38 And so at a very young age, I got a tremendous exposure to how businesses worked, what their problems were, how to fix them, and how to get things done in big companies. And that was, I think, probably the most valuable experience I had as a young professional kind of working my way up. Yeah, it almost feels like there's a saying that my dad used to tell me all the time. He's like, you know, you can go work somewhere for 10 years and get 10 years of experience, or you can work somewhere for 10 years and get two years of experience five times. And as a consultant, because you're going into so many different businesses, you're kind of constantly changing. You almost get like more reps than you would work in that same five years at one organization doing the same job. I think that's 100% correct. And I think your dad's expression is accurate in this case, because I think that's what happens to people. They get into a rut in a job and they don't push themselves or they're not challenged enough by the organization they work for to take on different things. I've always had this view of take on the next assignment, find the next challenge, do the next interesting thing, push yourself to the limit. And that has, I think,
Starting point is 00:06:47 been one of the keys to success for me. And consulting, I think by definition almost, you know, you're going to only be a good consultant if you have that mindset. If you want to do the same cookie cutter thing every day, you're not going to find clients or projects or programs that are going to allow you to do that in consulting. And so, you know, it's kind of it kind of makes a ton of sense. And I say to students all the time or young professionals all the time when they ask me about consulting, I said, go do two years. It will be like 20 years of experience. If you hate it, you hate it. But those two years you do it, particularly if you're with a good consulting shop or someone that really knows what they're going to give you a good base
Starting point is 00:07:24 of experience, that's going to give you a foundation for your career forever. What drove you to want to actually leave consulting and go run a business? Yeah, it's an interesting story, actually. So I made partner at Pricewaterhouse Consulting, gosh, I was in my 20s. And so I was the youngest partner ever admitted to Pricewaterhouse. And I think I still may hold that record. I don't track it anymore, but I still may hold that record because it's kind of unheard of to make that in your 20s. And I was doing incredibly well. I was running the practice that I was in. I was in, you know, the top couple hundred partners in a very big company of 300,000 people. And one day I was working for a client and he said,
Starting point is 00:08:05 hey, can you come here and fix the problems you just identified? After I gave him a lengthy report and I said to him, I said, gosh, you know, yeah, we'll be here. We, you know, we're your advisors. will bring a team here tomorrow. We'll get cracking on it right away. He goes, no, no, no. I don't want Pricewaterhouse. I want you. I said, what do you mean? I was a little slow on the take. I said, I don't know what you're talking about. He goes, no, no, I want you. And I said, no, no, no. I have a good job. I'm better at serving you from this seat than working for you. Anyway, he was quite persistent. And the thing that he said to me, and I'll remember this was the CEO of Sharing Plow, a guy named Fred Hassan, a legendary CEO in the biopharmaceutical space. He didn't really even
Starting point is 00:08:41 know me. And he said to me, he said, look, he said, I don't know if you make it or you won't make it. But if you come here, I'll teach you everything I know about being a CEO. And perhaps one day you can be a CEO. And for whatever reason, that stuck with me, that line. And I remember going home and thinking about it. It was a massive pay cut, by the way. I took a, gosh, I think he was offering me 30% of what I was making it as a partner at Pricewaterhouse. And I did it. And most people would not have, just purely based on the cut in salary and the cut of financial reward wouldn't have taken the job. But that one line stuck with me. And, you know, to his credit, I worked for him for eight and a half years then. And I worked my ass off for him. I did anything
Starting point is 00:09:21 that I want. I went everywhere around the world. I mean, I did every project, every deal, every integration, any anything that needed to be done. I was the utility player on the management team. But, you know, I became CEO right after that job. What do you think that you learned the most from him? You know, probably the number one lesson I learned from Fred Hassan was the importance of humility in leadership. The guy was a legend, still is a legend. And he was the most humble guy. And that dichotomy, you know, it wasn't what I was expecting. So it kind of took me off my guard. I was always bewildered and in wonder of it. And over the course of working for him for eight and a half years, seeing how down to earth and humble and how he treated people with respect
Starting point is 00:10:09 and how he didn't want to waste people's time and how he really cared about the people that work there was just something to this day I still try to emulate. I don't think I'm ever as good as he is at it, but it's something that I've carried with me from day one. So you're with him for eight and a half years. You basically get a study under him, one of the best to do it. What do you do next? Like, how does the Allergan story start? Yeah, so from there, Shearing Plow was acquired by Merck. And I actually led that integration between Shearing Plow and Merck. And interestingly, that's how they got the drug Keytruda, which is their immuno-oncology drug, which is arguably the best drug in the world today and has saved many lives. So it's something I'm quite proud of
Starting point is 00:10:53 being a very, very small part of. But that was one of our pipeline products that came from sharing Plow to Merck. After they acquired us, I was trying to figure out what to do. And I was contacted by private equity to become CEO of a company called Bausch & Lomb, an eye care company, makes contact lenses, ocular equipment, ocular implants, surgical, pharmaceuticals, and stuff like that as a turnaround. And I took that job. I did that for four and a half years. We had a tremendous success. We fixed the company. We turned it around. We sold it. And then the Allergan story started. And so Allergan started with a company called Forest Labs, which is a small mental health CNS company. So really focused on diseases of the brain. Big drugs like Lexapro
Starting point is 00:11:46 for depression or Namenda for Alzheimer's were the two biggest drugs at the company. It was a relatively small company in comparison to what Allergan became. It was probably a $7 or $8 billion market cap company. And I came in as part of a big fight that Carl Icahn was waging against the company to change the leadership. Now, it wasn't Carl's pick, but Carl and I ultimately became friends through this. But I saw in this company this great opportunity to take Forest Labs and turn it into a bigger company. It was like an unpolished diamond, in my opinion. And the balance sheet was pristine. There were so many assets there. The cash flow was good. The products were pretty strong. The pipeline was a little better. But it had so
Starting point is 00:12:33 much opportunity in it. And I used that as a vehicle then to do it, I don't know, over the course of the next several years, almost $250 billion of M&A, both buying and selling different businesses to turn it into Allergan. And I changed the name of the company ultimately to Allergan when I acquired the old Allergan. So when you're going through this entire process, you do the turnaround, another kind of different experience where you cut your teeth, you gain the experience, and then you take over what becomes Allergan. When you step in there, it's interesting because you basically are stepping into the middle of a firefight, right? Between existing management and outside uh shareholders who aren't known for being overly kind uh but highly effective and so
Starting point is 00:13:22 what do you kind of do like the first like 90 days you're there is it literally just like don't get shot in the middle of the firefighter like how do you think about stepping into that environment where it's almost impossible to know like who actually is on your side who's not who's going to be here 90 days from now like it just seems like there's a lot of chaos and uncertainty yeah you know i'll give you a good example um and i've done this this is my mo anytime i started a new company. So when I started at Bausch & Lomb, I was a CEO. I was 39 years old. I didn't even know what, I had no idea what the anatomy of the eye was. I'd never worked in eye care, never worked in ophthalmology. I mean, so I'm like this. So you were really ready for this.
Starting point is 00:14:00 I was the, gosh, what was I? I was the third or fourth CEO in 18 months. So these guys had seen, you know, town halls of new people coming in with different ideas and failing. And I said to myself, you know what, I'm going to come in and then I'm going to disappear. So I basically, and Bauschal was much bigger outside of the U.S. than it was in the U.S. I went up to Rochester, New York, which was where it was headquartered. I said hello to everybody. And by noon, I was gone. And I spent the next month on the road throughout the United States and around the world. I was in China. I was in Europe. I was in Latin America. I was all over the world, riding with sales reps, visiting customers, um, visiting our plants and manufacturing facilities,
Starting point is 00:14:43 but not talking to any executives. If you wore a tie, I wasn't interested in you. Um, and, and the reason is I wanted to learn the business. I wanted to see how things actually worked. How, how, how did we make things? How did we sell things? How did customers interact with our products? What they like, what they didn't like. Um, and people thought I was nuts. So like this guy started and we never saw him again. And I said, the last, the least important people in any company or the people who work in headquarters. It's always the case. And it's so funny in so many companies, the culture always dictates like from headquarters, right? Everything comes from headquarters. It's like this evil empire and the edicts come out of the building,
Starting point is 00:15:19 right? And people think HQ is where, you know, good decisions go to die and bureaucracy goes to live or something like that. And so I've always been anti-headquarters, anti, you know, big offices. You know, let's support the frontline workers. Let's make sure that they know that we all exist to make their lives better. So if you make a product or you sell a product or you develop a product, you're the essential cogs in the wheel, not the guys wearing suits or women, you know, running big departments at headquarters. It's the opposite. So I've always had this kind of backwards kind of way of thinking about how companies should run. And I'm not perfect at it Because, you know, you still need, by law, a definition and place where you sit as the
Starting point is 00:16:05 headquarters of the CEO. But I tried to sit there as little as possible. And when you're on the road and you're doing this, how do you take maybe the learning? So you're sitting with a customer, you learn something, you're in the manufacturing facility, you learn something. Is it you try to make the changes right there on like a local level? Or is it something that you then take back and it's a headquarters conversation and a decision and then kind of goes back out? Like, is it more so you're informing the decision making
Starting point is 00:16:33 at headquarters? Or are you actually even trying to make the decisions, you know, on the road or at kind of the fringe of the business? Yeah, I think it depends, right? And so I had a bias toward trying to solve the problem right away, because that's just how I operate. You know, I think you're probably the same way. You know, if somebody tells you something, you want to fix it right away. And like I said, you know, headquarters is where bureaucracy goes to to grow and live and flourish and so if you take it back to headquarters and you start having meeting after meeting about solving a problem a month later you still may be talking about how to solve something that could have been solved on the spot so i would say eight times out of ten
Starting point is 00:17:10 nine times out of ten i would try to solve the problem at the local level instantly sometimes you know particularly in the biopharmaceutical industry which we're in we were so regulated sometimes i needed to to make sure that whatever it is we were solving for passed the compliance tests and other things like that. But I would try to push that through with a rigorous review, but still push that through so it didn't get stuck in a compliance system of some sort or something like that. But that being said, if you can fix a problem in business, there's no better time to do it than the present. If you wait for the future, the problem gets more complicated, bigger, or people think you listen to them and you never help them.
Starting point is 00:17:49 Yeah. You mentioned being heavily regulated. There's a whole drug development process uh, that I think Americans specifically are becoming more aware of as we watch the vaccine development, et cetera, uh, walk us through like, what are the pros and cons of the way that drugs are developed today? Because I think most people outside the industry say like, Hey, wait a minute, this takes a long time. It's super expensive. It seems highly inefficient. And, uh, I don't get it. But as I talk to more and more people in the industry, they're like, no, actually there's a reason why some of this stuff is done. And so, you know, you, you've had more success than anyone I know in the industry, like what are the pros and cons of that process?
Starting point is 00:18:25 Yeah. So I think the pros at a 10,000 foot level, the pros of the U.S. drug development system or the FDA regulated system, every jurisdiction has a slightly different take on it. But the U.S. is the gold standard, the most rigorous and probably the best talent evaluating, you know, the risk benefit of a drug is all predicated on a system or a philosophy called risk benefit. Does the benefit outweigh the risk. And so when you're talking about serious diseases or life-threatening diseases, you could see how the fulcrum could get positioned on a risk-benefit, right? If this is a drug or medicine to help you live versus die, then you're willing to accept more risk. If it's because you have an allergy like a claritin, then you probably accept less risk in the drug.
Starting point is 00:19:13 And that's the whole fundamental process of the FDA system. The pros of it are it's incredibly safe. We have a bias towards safety in the United States. The con of our system is that it takes a lot of time. I think those things are probably connected because you need more time to study a drug and the effects of a drug or medicine over a period of time to really know what it does. And you need to see it in a lot of different genotypes or people or populations to know how it's going to work. And you know what, the pandemic was interesting because it kind of put drug development on the front page of the paper or kind of in the common press or in the kitchen tables of many, many homes. And what we saw was fairly normal, but it felt really awkward for a
Starting point is 00:19:58 lot of people because they were watching science kind of in action, right? And you learn things as you develop medicines or you apply science to different things. And sometimes they're good, sometimes they're bad. But, you know, all in all, you know, I think what the biopharmaceutical industry did in responding to COVID either with the therapeutics and or the vaccines was, you know, quite impressive from my vantage point. Yeah. And I think part of that process, it feels like scientists go into it knowing we're gonna have to try a bunch of different things. There's experimentation, there's a scientific process. Absolutely. The idea of failure isn't maybe the same thing that like the average American thinks of failure, right? Failure is seen as a bad thing.
Starting point is 00:20:40 scientists look at it as of course we're going to fail a bunch of times so we figure out the right combination of whatever we're trying to do and so it almost just felt like people from the health care industry were like of course you said like hey this is like the normal process right it was just so different than what the average american is used to that they were like what do you mean you know it might not work or are they going to kill people or that you know all they just jump to like the the far end of the extreme but it sounds like you kind of agree it's like no this is just how drugs get developed in general medicine and look and there is no there really is no safe medicine every you know for every reaction there's an equals but opposite
Starting point is 00:21:17 reaction and this is you know most drugs are either chemistry or chemicals and that's the case or they're biologic and that's the case and and so um you know this idea that well i'll just take a some people say i'll just take an aspirin or i'll just take a uh you know an advil or i'll take a Z-Pak because I have an infection. Those are really serious medicines. They all have consequences. We've thought of them as, you know, like taking a jelly bean or something, but they're really not. And in fact, I would argue that today if we were studying aspirin as an example or Tylenol as an example, you know, on the front page of the paper, like we've studied vaccines on the front page of the newspaper, you probably don't ever take one again. If everybody actually saw
Starting point is 00:22:02 the adverse databases and and you know rare reports of bad things that have happened to people on those medicines they would never take it the reality is most people are ignorant to it yeah and how much of it is uh take like the vaccine development uh the virus obviously was something that i don't think many people predicted if anybody um and so it felt like there was this like rush both of capital time severity of response like just okay this is really important right this moment go and there's two schools of thought one school of thought was like oh this is heroic right this is amazing how quickly this came together there's another school of thought of like wow you guys can do this this quickly like you know what's going on with the
Starting point is 00:22:44 rest of the development and so it almost sounds like what you're saying is no most of these things there's an experimentation process they actually do come to some understanding in a relatively quick time period but then there's this like bureaucratic process that's in place for the approvals and to really make sure that it's as safe as it can be for the most amount of people. And that's really what seems to be the bottleneck in drug development more so than like, can scientists come up with an idea? Yeah, I mean, it's a combination of all those things. I think, you know, I think in this particular instance, when we were dealing with COVID, it was a, you know, in the drug world, it was a relatively easy drug to create a vaccine against. It wasn't
Starting point is 00:23:24 like a virus like AIDS that was very difficult and hidden in your cells and was hard to track and still is hard to track, or, you know, a simple virus like herpes, very difficult to find and find ways to attack or develop antibodies against. This one kind of sat out there. The spike protein was big. It was massive. You could see it. And so, you know, in the world of creating vaccines or antivirals, this is about, we were lucky in many ways, this was about as easy as a target as there is. Not saying this was an incredibly complex science and very difficult to do, but in that world, this was a little easier to do. So that made it move a little faster than it would have otherwise. But look, Operation Warp Speed, on the flip side of it, cut a lot of red
Starting point is 00:24:16 tape out and created a pathway for an accelerated emergency authorizations, which got the vaccines out a heck of a lot faster than they would have. Obviously, this week we saw the FDA approved the Pfizer one. But, you know, that's how important is that? Like people hear FDA approval and I've got friends who think that is you can just pay for it. Right. You know, I joke like it's like a an award that you would get in the tech industry? Like, Oh, you know, I bought my way onto that list or it is the most significant, hardest thing to do. Most stringent standards. Is it either one? Is it in the middle? Like, how do you think about FDA approval? Yeah. Look, typically FDA approval is the gold standard, um, anywhere in the world. If, if, if you have FDA approval, it is as good
Starting point is 00:25:04 as the gold standard or maybe the Bitcoin standard. Um, but it's, it's, it's as good of a standard as you can get. In this case, obviously, this was probably, well, it probably is one of the most politically charged, you know, initiatives that the FDA had to ever undertake because they obviously approved it on an emergency use basis. And then not to fail to approve it would have had significant implications for the agency. But, you know, politics and the FDA have mostly been separate there are instances where patient advocates you know the aids community for example has done a really nice job of of of pushing the fda to look at the risk benefit in favor of of of getting drugs approved the oncology community has done that recently with
Starting point is 00:25:54 cancer drugs usually it's patient advocates it's not politicians it's usually patient advocates women's health uh a year or two ago really pushed to get some drugs through women advocates so you know that that does have influence patients have influence on the fda here the you know the politics probably had some role to play i'm not naive to say it was divorce of politics but i do think that the data around these vaccines is is significant and the risk benefit is clear as day and you know we're talking about vaccines now that have been administered to billions of people i mean the data set we have on these vaccines is as robust as any medicine anybody's taking at this this point. So I know it seems like it went through very quickly. I know it seems like,
Starting point is 00:26:40 you know, these drugs were, or these vaccines were developed and people were scared of them, and I understand that. But there is a tremendous amount of data on this versus, you know, many medicines that people probably take otherwise. And, you know, there are probably many people who are afraid of the vaccine who take antibiotics on a regular basis. Antibiotics are, you know, in most cases, much more dangerous medicines from a risk benefit perspective than, than these vaccines. And so, you know, I think it's like anything else, you have to just educate yourself and kind of understand what else you take and what else you do, because you're probably doing many things that are riskier than, than the vaccine. And yet you're probably afraid of the
Starting point is 00:27:19 vaccine still. And I get it. I'm not trying to, to, to, to minimize people's fears, but it's. You got me scared to take an Advil Tylenol now. Well, you know, I don't think that you should be. I mean, anytime you take a medicine, you should really think about, do I need it? You know, is it going to help me? Because there is an adverse consequence of taking it. Yeah. When you were running Allergan, you said that you did about $250 billion of M&A volume, both buying and selling. Walk me through kind of what were those acquisitions or when would you decide to sell things? Was there a framework that you were using in terms of trying to use that as like a growth mechanism? Yeah. So I'll talk to you about some of the bigger deals. Probably the one or two of the most interesting was actually buying Allergan. And then I changed my company's name to Allergan. So my first big deal was merging the Forest Labs with a company called Activist. Activist was one of the largest generic pharmaceutical companies in the world. And we merged to create a fairly
Starting point is 00:28:20 large full service biopharmaceutical company. And then a very interesting thing happened. It actually played out quite a bit in the papers was Bill Ackman teamed up with Valiant to try to buy Allergan in a hostile bid. And it went on for a year or two. And people accused Bill Ackman of insider trading. I don't know if you remember any of this. It's actually, I think, on a show on CNBC now. The Dirty Money, I think, had a whole episode on it. Well, I was watching this with great interest, watching this play out in the papers. I knew the former CEO of Allergan at the time. I knew Mike Pearson from Valiant. I knew Bill Ackman from Pershing Square. And I was thinking to myself, gosh, Allergan itself at the time, which was predominantly just an aesthetic
Starting point is 00:29:10 medicine and eye care company, had such a great portfolio of products. It was probably, you know, among the best businesses in the biopharmaceutical, not from a science perspective, but from a business perspective, that this thing should never have been for sale. And the fact that these guys were doing this hostile run, I thought was just fascinating. So I became like a student of the whole deal. And so one day I called David Pyatt, the CEO of Allergan, and I said, hey, look, if you ever get to the point where you think you're going to lose the fight, and Valiant and Bill Ackman are going to win. Call me.
Starting point is 00:29:43 I'll see if I can be a white knight. And he said, no, no, no, no. It's never going to happen. We got this thing buttoned up. And so I don't know if you remember, but it came down to a lawsuit where Allergan had sued Bill Ackman on whether or not he could vote his shares
Starting point is 00:29:57 as part of the proxy battle. And the idea was that Bill Ackman and Valiant were doing this hostile takeover. It eventually goes to a proxy vote. And if you're the person whose hostile takeover attempt it is, are you allowed to vote your own shares? Well, he had bought – yeah, he had bought in conjunction with – the hostile was really valiant. What was so unusual about this case, and I'm probably oversimplifying, was Bill Ackman and Pershing were like trying to be rocket fuel to the valiant hostile takeover. Usually a hostile takeover is one company versus another company.
Starting point is 00:30:33 You usually don't have a hedge fund kind of in the middle putting rocket fuel on it. And so they were trying to argue that he had committed insider trading and therefore those shares shouldn't be allowed to be used in the proxy battle. Anyway, long story short, I'm sitting in my office. I had CNBC on in the in the corner and I saw that kind of breaking news across the bottom and says judge rules Pershing Square can vote their shares in in in the proxy battle I'm going to tell you if it was 30 seconds it was a long time my phone rang and it was the CEO of Allergan really hey we may need your help so literally it came down to that judge's decision judge says okay Blackman you can go ahead and vote your shares here and then pretty much the Allergan CEO new game set
Starting point is 00:31:22 match this thing's over because they've got the votes yeah so what we did is then you know from that moment he called me i hung up the phone we mobilized a team and i think it was 10 or 11 days give or take i had a deal done signed and announced and and bought allergen and while they're trying to conduct this hostile takeover how do you basically provide that like white knight situation are you coming in and offering more are you i did have to offer more okay but i also had to get the financial resources to offer more. It was, gosh, I think it was, I forget the exact number, but I'm going to say I had to come up with like $60 billion. And so it wasn't a small amount of money. So when you're sitting there, he calls you, do you know that, hey, this is going to
Starting point is 00:32:09 be like a 60? Oh, no, no, I had been tracking it. And I had been thinking about if he ever called me, if I ever came to that, how would I do it? So I'd been working with some banks, JP Morgan was my lead bank. And I remember very, very specifically, OK, I said, all right, we've got to figure out how we're going to do this. We're going to use our stock. We're going to take out some debt. And then we're going to have to sell some kind of convertible node or convertible equity in the public markets. And so the public markets are going to have to like this deal. It's going to have to be something we can get a lot of people excited about. And then I needed to give Allergan, because it was a hostile thing, I had to give the Allergan shareholders and the
Starting point is 00:32:48 Allergan board, the legacy Allergan board, um, certainty. So I needed a bridge loan and I needed, gosh, what did I need a bridge loan for? I, it was a ridiculous amount of money. I want to say like 30 some billion dollars. And so who do you call when you need $30 billion bridge loan? Yeah. So the person I called actually was Jamie diamond at JP Morgan, like on his cell phone or like his office phone or no, I, on his cell. Um, and, and he was Jamie, can I get 30 billion? Well, Yeah. And he couldn't do 30. He said, but we'll lead it. And he called his committee together. He very quickly cut through the bureaucracy. He got me approval. I forget the exact amount. I think he took maybe more than half of it. So 15 or 18 billion. I think, well, at the time, by far and
Starting point is 00:33:34 away, the largest loan JP Morgan's ever made. I think it still is. And then I divided the other the other piece up between Wells Fargo and Mizuho, the Japanese bank. And those were the largest. They're 25% each were the largest loans those banks ever made. So I had three of the largest loans ever made in one deal. So needless to say, I didn't sleep so well that night because I don't like having that much debt. But once we got it announced and I saw the market reaction, I saw a public shareholder reaction. I knew we were going to be fine, but gosh, if that didn't go well, it would have been a, it would have been a, uh, yeah, really tough time. What do you talk about in the first phone call? Like when the Allergan CEO calls and is like, Hey, like, I think
Starting point is 00:34:19 we're going to need some help here. Is it price? Is it timeline? Is it just like, Hey buddy, you're going to be okay. Like, and it's more like a psychological for him. I, you know, price was, was probably the most important issue because of his fiduciary obligation to get the most for his shareholders. But I knew we could top. We had been modeling it almost daily. We'd been tracking as much public information as there was out there. So I knew we could get to a price that was better than what Valiant and Pershing Square were offering. We had more synergies. We had a better strategic view of how they fit together. And we had more overlap. So I knew we could do better than those guys. But, you know, I think second to Price was respect for what he had built and what
Starting point is 00:35:07 the people of Allergan had built. And I said to him right off the bat, I said, I will keep the name. I'll keep your headquarters. I will invest in R&D behind your most important programs. And I will make, you know, Allergan continue to be part of the legacy of Southern California, which was very important to them because we were based in New Jersey. They were based in in Irvine, California. Um, but also make sure you're alleging customers continue to get the best customer service around the world. And I lived up to all those things, I think. And then some in my opinion, but I'm biased. Um, but you know, I really, over the next several years of running that company, I was always very focused on making sure that what I had committed to him
Starting point is 00:35:46 and to that board was something I lived up to. There's a story of a Tillman Fertitta who, uh, owns Landry's, a bunch of restaurants and stuff. Um, when he wanted to buy the Houston Rockets, basically, you know, he had told the owner, Hey, if you ever go to sell, call me. And so they called, but obviously they didn't just call him. They called a bunch of people. And, uh, the way the story is told is they ask him on the first phone call, you know, are you interested? He goes, absolutely. You know, I'll get back to you. And they don't hear from him for a little bit. Right. And, uh, they're talking to other people and kind of the way he describes it, uh, that I've seen is like, basically they were up at their ass, right. You know, just give us all your numbers. Like all
Starting point is 00:36:20 these other groups were like in there with models and all this stuff so they call my hey man we haven't heard from you in a while like he's still interested he goes trust me i'm just making sure i got the money right like like i want the thing i'm gonna come or whatever and so he ended up uh if i remember the details correctly he put a bunch of debt onto his business and then dividended the cash to himself took it and uh he actually gave them a hundred million dollar non-refundable down payment as part of his bid so you know somebody just wired you a hundred million and says, by the way, if I don't win the bid, like don't give it back. Right. Catches your attention and eventually ends up getting business. Yeah. But my takeaway from the story was when he
Starting point is 00:36:59 got that phone call, he immediately went to, I got to make sure I have the money. He wasn't trying to figure out how do I pay 10 cents more or 10 cents less or what it just, how do I go and make sure I have the money? And so as you're going through this, you get off the phone and you immediately go and you start trying to come up with the capital. Was there any point where you're like oh we may not actually get this money or was it pretty much such a no-brainer deal where yes it was difficult and you had to have an overt conversations but like you pretty much figured hey we're going to be able to raise this capital yeah i would i was pretty confident we'd be able to get the capital and and in fairness i was you know i was planning for the contingency of getting
Starting point is 00:37:36 that phone call so i had been thinking about it and kind of laying the groundwork and doing some planning around how would we do it if that phone call ever came in. So it wasn't like I just thought about it at that moment. But, you know, going from blue sky thinking about how to raise that kind of capital to actually, oh, gosh, now I really got to go do it is is a is is a bit of a stressful pressure kind of event. But I was pretty confident at the time. You know, the markets were open. We were a very strong equity and we were a good debt company. You know, we had a very high rating. We were investment grade. And so, you know, I figured we could pull it off. But until you do it, you just never know. When you call Jamie Dimon and he basically says, yeah, I think
Starting point is 00:38:26 we can do this. You know, we can't do the whole thing, but here's the numbers that we can do. and you then call wells fargo or mizzou or whoever is it a thing where like in tech investing there is this element regardless of what people want to admit or not like if i know you're in there's other people who will be in right and so a founder knows like hey if i get the kind of the the influence or the the center of gravity here then i will be able to get fundraising done easier i'm assuming the same thing happens as well or do they not give a shit if jamie diamonds in or not No, I think it does help. I think it's the same thing. There's a bit of a, well, it made it through that credit committee or made it through that bank. But we're still going to do our diligence and we're going to make sure our process is robust. But, you know, that's a good sign that those guys are in. Yeah. And clearly having, you know, whether it be Goldman or JP Morgan or Bank of America or Morgan Stanley, whoever it may be, if you get one of the top tier banks, you know, to to get through their process, it certainly, I think, is is is a vote of credibility or more, you know, good housekeeping and seal of approval.
Starting point is 00:39:27 But but you're still going to go through every other banks. they have to uh process when you do the deal you pretty much know everyone involved both on the hostile takeover side plus the business you're buying and then all of the folks who are backing you um is there a conversation with bill ackman afterwards like there was uh hey hey you know all's fair in love and war or like what is he pissed is he happy like how does that work yeah and you know what we're friendly today but um uh at first i was worried that he would be pretty upset. But remember, he was the largest shareholder in Allergan. Oh, interesting. Because he was accumulating the position to help support the hostile. That was the whole lawsuit.
Starting point is 00:40:09 And so the offer that we made was for more than what Valiant. So in the moment, he made more money than he would have if Valiant was successful. That helps. So that helps a lot. I think his, his you know if i'm going to be critical on it you know the guy's very successful so it's hard to to be too critical of him um he took the profits over you know over time over the next few months he sold out of his allergen position and put the money into valiant and then you know valiant became a house of cards um and so you know he did very well if he had stayed with us he would have done better than you know if he had if he had not gone back and deeper into value but that's you you know it's easy to say with revisionist you know yeah benefit of hindsight and so
Starting point is 00:40:53 how do you integrate a deal like this 60 billion plus dollar m&a deal is uh it's amazing we can say here we get to be like oh yeah it was great you called jamie diamond you raised money like whatever but then you have to like do it right and so it's like one thing negotiating the deal but like what do you do once the deal is signed yeah i mean it takes you know it they're probably still things that are happening today that are causing, you know, integration issues still. You know, I think the most important thing you have to do is you have to integrate people in process. And so you have to figure out a way to fairly, you know, communicate to people how decisions are going to be made in a period of uncertainty when you're merging that many,
Starting point is 00:41:39 you know, that big of two big companies like that, or even two small companies like that. And you've announced publicly your public company, you've announced a billion dollars in synergies, right, of which, you know, the street asked for a breakout. You're going to say 600 million of headcount. That's jobs, right? And that's just code for jobs. And so, you know, my philosophy has always been to be very straightforward and honest with employees. And I remember standing up in front of both my company and the legacy Allergan company town halls and webcasts and, you know, going out and visit locations and saying, yeah, we're going to reduce, you know, we're going to have 600 job losses or a thousand. I think it was more than that. A couple of thousand job losses. And the way we're going to do it is is we're going to look for the best of the best.
Starting point is 00:42:23 So if you're, you know, if you're a sales rep and you're above, you know, 50 percent in your quota, you're probably fine. If you're below 50, you probably should be worried. But guess what? You should have been worried anyway, because what are you doing below 50 percent? And, you know, just and really tried to be very transparent and open. And if we did have to terminate you, try to do it with as much respect and dignity and, you know, we outplacement services and all the all the things that you can do to make it as good as possible in a tough situation. But you got to do what you got to do. And that's just, you know, that's business.
Starting point is 00:42:59 But the one thing you can always do is have principles and you can always be honest and you can always be transparent. And so that was always my kind of North Star. But it's hard to do it because when you stand up in front of a big crowd, you want to be like, rah, rah, I've got your back. I want you to be on the team. And, you know, it's hard to stand up and tell things to big groups of people that are unpopular or perhaps difficult news for them. But by and far and away, I've done it too many times. It's the best policy because you have to be credible. How do you take the culture that you had built and then you're now buying a new company?
Starting point is 00:43:34 you're going to basically put these two things together. I'm assuming that there's some similarities, but mostly you're putting two different cultures together. Like, how do you do that? Or do you go find like an expert at managing culture? And you're like, Hey, look, your job is to make sure it's actually hard. And it's a, it's a, it's a process, right? And what, what I was saying, I'll go back to my humility comment is, you know, and I said this to the, my company activists at the time, I said this to all my employees, I said, this is not a take over of Allergan. We're not going to be like the Borg and go in and assimilate these Allergan people. And by the way, Allergan, Legacy Allergan, this was a successful company. Yes,
Starting point is 00:44:15 they got stuck in this hostile thing, but they were obviously doing something right. Something worked in that culture to make them as successful as they were. And so we need to learn from that. And perhaps if we could find a way to take the best from our culture and the best from their culture and put it together, that's the win. But thinking that you have the best culture and you're just going to assimilate a company, you've lost a really big opportunity. I mean, I always say this to people buying. Why would you buy something if you thought it was a piece of shit? Why do you want it? If you're just buying it for technology or for a patent or something, fine. Then you're going to get rid of all the people anyway, and you're just buying an intellectual property or
Starting point is 00:44:56 something. But if you're buying it because you think they've done something well and you think in your system, you can do even better with it, which is generally why you buy something, then you should really pay attention to what made that successful and do that with great care and take your time and do it. So what we tried to do is really spend a lot of time investing in understanding what made the legacy companies successful, what they liked about their culture what they didn't like about their culture and then also do that introspectively at our own company and then you know come back with some principles okay here's some things we're going to do that we never did because they do it really well and here's some things we're going to stop
Starting point is 00:45:37 doing on our side because no one actually likes it and it's not working particularly well and we're going to create a new culture um and and it's top it has to start top down they have to see you do it you can't just say it you have to live you know actions are always more powerful than words i think people who run small startups you get facetime all the time you get to see everyone etc how do you think about like building the systems and uh kind of reinforcing that stuff when you physically can't be in every single location every single day like how do you just think about um running an organization that most people who operate in the software or in the startup space like they can't imagine having hundreds of thousands of employees right like
Starting point is 00:46:18 that's such an insane number maybe facebook and google right and amazon you know like the two or three that that can do it so how do you think about like managing that large of an audience or employee base yeah i mean i think you have the to realize that you can't do it all as a ceo um you know you are the chief spokesperson for the company and gosh you know i i had kind of talking points i used everywhere and and sometimes i felt like i was being so repetitive But you had to say it so many times and you had to let people see you say it so many times. And so you really are almost like on an election campaign, right? Running around the company.
Starting point is 00:46:57 With your own people. Trying to win hearts and minds and explain to people and be transparent and accessible to your folks so they could see and feel and touch what you're trying to accomplish. But probably more important than that is to have a team that can extend that, right? And so I really spent a lot of time making sure that my direct reports and their direct reports, so you got kind of the power of, you know, NF2, if you will, also understood the talking points, understood why that was important, spent a lot of time with me hearing me talk about it so they could go out and do it as well. And then that amplifies your message. But you have to spend a lot of time. I think what I see in startups, you know, because now I've been doing a lot of venture investing, is that, and this is probably good and bad, right? There's pros and cons to everything.
Starting point is 00:47:45 But sometimes they don't care about the culture. They care about the result. And that's not a bad thing because you want them to run through a brick wall to get something done. But, you know, if they're successful at doing that, then they need to think about what do they want to stand for? How do they want to treat each other? what do they want to how do they want to work together because you see so many startups you know get in a lot of trouble after success um because they never spent the time to to really think about and i'm not talking about bureaucracy i'm not talking about committees i'm not talking
Starting point is 00:48:20 but to really think about what is it that they stand for and and how do they want to treat each other and how do they want to treat their customers um and it's not always going to be let's you know run down and break down the wall and maybe you know let's climb over it brick by brick um there's always a the right way for the right situation when you were running the company how did you spend your week like how much time was on like internal stuff versus external and like how much of it was like productivity versus more so dealing with and handling uh problems people would bring to you and kind of be more responsive yeah so i i was as i kind of mentioned i i did not like to be in the office. I was not, you know, look, there was probably four or five days a
Starting point is 00:49:05 month where I had to be in the office, budget reviews or preparing for investor conferences or reviewing R&D results or what have you. There was always something that would draw me there for perhaps a week, a month or something like that. But those were my least favorite weeks. What I really enjoyed doing and where I thought I was best was either being out in the field with with customers out in the plants with with you know where we made stuff we're out with partners uh trying to understand how to you know solve a new disease or or we're investing in new technology or or you know buy an existing technology that we we would do better with um to help patients yeah and then from a investment standpoint it's a massive business there's tons of cash that is
Starting point is 00:49:52 available to do all sorts of things. You can go build another building. You can go hire 10,000 more people. You can go invest in some R&D. You can sit on the cash. I mean, there's so many different things you can do. Is there like a framework that you think of how to deal with treasury management or some sort of like investment versus non-investment decision? And what I'm really thinking about is it doesn't really matter so much if you've got a million dollars that you raise in a seed round from a venture capital firm, or you've got hundreds millions billions of dollars like there's still some framework i'm assuming that you would use yeah and so you know i i maybe some of the listeners don't know but you know there's a
Starting point is 00:50:30 big difference in public accounting between cash and and and and the pnl right because because the balance sheet and the pnl are totally different and you can make some accounting say anything you want but you know it's not intuitive right you think you have cash you have cash so you know allergen as an example at the end we were generating several billion dollars of cash a year we were a cash machine. We were very cash generative. But the P&L, in terms of hiring people, that cash, just because we had $7 billion, let's say, in cash generation in one year, that didn't mean we could go out and spend $7 billion on expenses, because that would hit the P&L. And that would hit your profits, which then would hurt your earnings, which would then hurt
Starting point is 00:51:14 your stock price in theory. And so cash for us was used predominantly for investing back into the business. I used it to do M&A predominantly. We did at one point do a pretty massive share buyback because we thought our shares were undervalued. I think with the benefit of hindsight, you could argue whether that was a good move or not. Probably not as clear today as it was when I actually did it. But, you know, that was probably the biggest use of cash for us was investing in the business or buying back the stock. Some companies use all their cash to buy back their stock. And they're just on this, you know, IBM did that forever. And I think that's a great case study of why buybacks don't necessarily work because they never reinvested
Starting point is 00:52:05 in the business. And where does IBM stand in the technology world today? Not as the beacon of innovation, for sure. But it used to be, you know, go back 30 years ago or 40 years ago it was. And so you have to think about keeping your business alive, fresh, innovative, you know, stocked with technology, other things like that. That being said, you know, when I thought about expense management, I tended to think in terms of how do we get the highest return on our investment against whatever it is we want to spend. So for example, we had the brand Botox was one of our products. Every dollar I can invest in Botox promotion or advertising paid back several dollars. It just always did. It was such a great product and such a great brand. It was hard not
Starting point is 00:52:56 to the the most difficult decision i had was why invest in anything else interesting but you know again you couldn't just be a one product company particularly in the biopharmaceutical world you know we had all these other medicines and they had to get the patients and we had to develop new medicines against other disease states and things like that so it was uh that was probably the biggest dilemma i faced was allocation of expenses where to put the next investment because botox was such a compelling investment case for us. Yeah. It's fascinating to think about. You're basically choosing between the best decision versus maybe something else, but it may not just be economic, um, you know, kind of gain as the, uh, as a thing. Uh, now you're running the
Starting point is 00:53:36 beauty health company. Uh, how, explain where this came from. Uh, you have a great ticker skin. Um, and it's fascinating to see, uh, kind of, it seems like you're running the similar playbook, right like well a lot of it was was a playbook you know that that was developed now i'm not the ceo i'm the chairman um but you know this is a company that came out of a spac um so i did a spac about a a year ago uh it was called vesper um raised between the ipo and the the pipe about a billion dollars um and you're just playing small ball now yeah exactly um and by the way this was more work than, you know, $60 billion deals because I didn't have a team. I had to do it all myself. But it reminded me how hard doing some of these things are. And I enjoyed it. Plus,
Starting point is 00:54:28 we were in a pandemic. So what else was I going to do? But, you know, we went out and bought this company called Hydrafacial, renamed it the Beauty Health Company. And it's been doing it really, really well. The idea here was to look at this space between, let's say, an allergen, which is which is, you know, aesthetic medicine, injectables, Botox and Juvederm and, you know, serious medicines. And then you have a L'Oreal on the other side of the equation, lotions and potions and bottles with marketing promises. But there's this whole world that sits somewhere in between the two that I think is really interesting and very fragmented. And that's what I would call the beauty health world. These are technologies, I guess is the best way to say it, technologies
Starting point is 00:55:18 like hydrafacial that are delivered kind of in an omni-channel environment. So that could be in a doctor's office, but it could also be at Sephora. It could be at the Nordstrom's counter. It could be in a med spa. It could be in a hotel spa. It could be at Caesar's Palace where they do quite a bit of hydrafacials. And so people want clean beauty, and they want it to be accessible and affordable. They want things that are good for their skin. And so we're just seeing incredible demand for those types of services. So my idea was buy a leading brand, leading technology, which I did in hydrafacial, run that as well as we can, expand it globally, which is what we're doing right now. And that added additional technologies into that system to get leverage
Starting point is 00:56:05 out of the infrastructure we've built. And so we're in kind of first play, which is expand and grow. And then we'll look at M&A, you know, fairly shortly about expanding the portfolio. For those that don't know what Hydrofacial is, explain it. So Hydrofacial is, the tagline is 30 minutes to the best skin of your life. Good tagline. so it's basically what what they did is they came up with a technology to automate the facial and so it it it cleans extracts and infuses your skin all at the same time in about 30 minutes no downtime you can you know go on your lunch break and come back to work and and you know
Starting point is 00:56:41 you're not going to get bruised or red or dinged up but you you really can clean your skin and in fact if you go on social media you'll see people with these canisters if you look at the hashtag hydra facial of the gunky which is the more or less the crap they've taken out of your skin and you can't imagine how dirty your skin is when you get it professionally cleaned and doing that is so good for your skin and then infusing it we customize the infusion with whatever it is you may need if you have dry skin oily skin rose red skin rosacea blemishes you know whatever it is you may need that gets infused at the same time and it's it's it's very therapeutic but it works every time really high user satisfaction yeah it's incredible how far uh technology has come
Starting point is 00:57:26 right to just understand this stuff uh but actually be able to automate you know what most people would think of as a pretty uh complex process of a face it is an emmanuel facial is painful and you know you do these extractions you come out with bruises and reds patches and and you know you look like you just fought the war um and so this really makes it quite simple And it frankly is, in my humble opinion, the best thing you can do for your skin. And so when you think about this business as you continue to scale it, how do you make decisions as to like when do we actually expand the existing business versus when you'll know, okay, now's the time to go buy a business? Is it something you get pulled into because you find the right technology, you find the right team or company? Or is it something where you think of yourself more as like going on the hunt?
Starting point is 00:58:11 Like, hey, okay, now's the time to buy something. Let's go find something to buy. Yeah, so I think it's a little bit of all those things. But the way I tend to think about it is you always want to keep if you think you're going to do deals and you're going to go out and you want to get the lay of the land, right? Because you don't want to jump at the first thing. You need to know what else is out there. And so you want to spend some time being very connected to all the other competitive technologies or all the synergistic or world of possibilities, right? And that's just a process. It takes time to understand that landscape. So there's no time, you know, you might as well start now, even if you think a year from now is when you want to do it, because to get that base of knowledge is just time, right? And staying connected and in the know, if you will. But, you know, I think in terms of actually doing a deal, you know, to me, there's some really important criteria. Probably the first is, is the team ready to take on the deal? Do you have the management capability to, you know, double the size of your business overnight and integrate that business into your business, right? And that's complicated. It's a lot of additional work. You still have to make your sales numbers. You still have to do your customer service. You still have to, you know, put out your financial reports. So things don't stop because you do a deal. So it's additional work on top of your day job, if you will. And so you need to make sure you have the management depth, capability and talent to take on a deal. Right. Or at least know where your vulnerabilities are to know you need to bring in additional talent to do a deal. So that's one. From there, then it really comes down to is does the deal make strategic logic, right? If I can't get past the elevator speech of explaining to someone, an investor or an analyst
Starting point is 00:59:51 or someone who follows our company in 30 seconds why I think this is a good idea, then I shouldn't be doing this deal, right? Now, the long-winded version of that may take slides and a lot of stuff to do. But if I can't tell you in 30 seconds why I wanted to do this deal, and it doesn't make sense to 9 out of 10 people, then probably you should be rethinking whether or not you should be doing the deal. So that's kind of step one. Step two, then, is financial logic.
Starting point is 01:00:16 Can you explain financially, is it accretive to top line? Is it accretive to growth? Is it accretive to earnings? Why are you doing this deal? Is this just a pure investment? Because in three years, this is going to be the new market that you need to be in. You need to understand the financial implication. So if you have the management talent, you have the strategic logic, and then you have the financial discipline, then you do a deal.
Starting point is 01:00:38 Yeah. And it feels like a lot of the deals in the space that you're specifically looking at, there is both, right? You get the technology, plus you get the financial kind of boost or gain or whatever you want to call it. Whereas in some of these other industries, let's say there's a big focus right now on small business, almost like private equity. So people are going and buying, we had somebody recently come on a podcast, they're buying everything from literal physical like mailbox rooms. So think like, you know, US post office, but kind of your local version, all the way to laundromats, etc. They're not buying technology, they're not buying a team, in most cases, they're buying pure profit, right? And they're saying, Hey, look, this is the profit. If I roll up a bunch of these, then I've got, you know, an attractive economic return. you have a more nuanced you know kind of uh analysis to make because sometimes you may not just be buying profit you may be buying no profit but you're actually buying a technology you're buying a team so is there a a ranking or like a framework you use to determine when do you optimize for the technology and team or when do you optimize for profit or is it literally just
Starting point is 01:01:43 case by case you have to make that yeah i mean look i think it depends so so you have to understand your objectives so in that case you know it's a private equity they're they're not answering to anybody but their own LPs, right? Or even if they have to answer their LPs, you could probably- Usually just answer themselves. Right. But their objective is to make as much profit as possible.
Starting point is 01:02:03 Then they believe they'll get some multiple on an exit off that EBITDA or profit margin. And that's their business model. When you run a public company, it's a little different, right? People invest in your company because they believe in your vision. they believe you can execute against that vision and you can deliver results. And generally that
Starting point is 01:02:24 could be growth, right? Investors, they could be value investors, they could be sector or, you know, specific investors that, you know, have to invest in, you know, in my case, biotechnology or in the case of skin or beauty health, luxury goods and consumer products. And so they have to hold, you know, the best of breed stocks. And they don't want you in ancillary businesses that are just profitable. They want you in businesses that make sense, that are synergistic, that make you a stronger company. And so, you know, the way I think about it is, let's take beauty health. It's a much smaller company than Allergan was. You know, we have a few hundred sales reps around the world. We have manufacturing facilities. We have relationships with customers. Well, we want
Starting point is 01:03:09 to buy things that make sense to get more leverage out of the things we already have, right? So hopefully the next technology we buy, we'll be selling to the same customer. So now we're more relevant to that customer. We'll be leveraging, at least in part, many of the sales representatives we have so we get more value out of them. The infrastructure, the distribution system, supply chain, they'll be more productive if we have more products. And so that's how I tend to think about deals in the context of what I do. But everybody has a different, you have to know what your objective is, and then how do you maximize for your objective? You started your career doing consulting with law school kind of things that I think most people
Starting point is 01:03:49 can say, okay, like I understand that you then went and did a turnaround. Uh, people like I heard about that. Maybe I haven't ever done one, but that sounds hard, but you're successful doing that. You ran a, I don't know how big Allergan was at the top, you know, in terms of before you left, but tens of billions of dollars and 80, 80 billion value of it in the eighties. All right. So 80 billion small company. And now you've gone and done a SPAC. It's a really wide spectrum of experience and you develop a bunch of different skills doing those different kind of jobs. Now you're spending a lot of time investing in early stage companies, right? Whether it's in crypto, whether it's software, you know, technology, whatever. How does that help you? And are there any downsides to kind of having the experience you've had when you look at deals or invest today? You know, I'll go back to something that we were talking about earlier, which is, you know, you don't want to get static, right? I'm probably like you. I know you a little bit, right? If I keep doing the same thing over and over again, I get bored. And so, you know, I'm always pushing myself to learn about new things. I was never a big, when I was running Allergan, as an example, I never had time to be an investor. I never really thought about it.
Starting point is 01:05:00 I had resources to do it, but it was just not at the top. I spent all my day thinking about Allergan every day and traveling all over the world and doing stuff for Allergan. When that ended for me, it really opened my eyes to, okay, you know, what can I do and be productive, be intellectually stimulated by, and hopefully be good at. that last part is yet to be determined. But, you know, I enjoy learning about new things. I enjoy learning about new technologies. I've learned, you know, just a little bit about crypto over the last year and a half or so. I've really enjoyed it. I find that fascinating. You know, would I like to know a lot more? Yes. Would I like to be as smart as you? Of course, but I'll never get there. But But, you know, I that to me is interesting. And the best way to do it is to build your network, talk to smart people, learn from other people's mistakes, learn from their successes, and then, you know, kind of put your foot in the water and start investing and, you know, getting getting experience.
Starting point is 01:06:04 Yeah. One of the things that's fascinating to me is a lot of, especially young founders, for good reason, they're attracted to raising capital from people who have built a technology company before or have some great reputation in technology investing. Makes sense. But one of the things I've pushed a lot of them lately to do is go find people who have the operating experience or have been in CEOs of very large businesses. If that's kind of your goal, like, hey, go get them around the table now so they can kind of help you understand how to do it. are there specific things that when you do invest in a company, you find yourself spending more time talking to the founder about whether it's operational excellence or leadership or culture building or like, how do you just think about what those conversations tend to be like? Yeah. You know, it's interesting. And I agree with you. I think people should get a diversity of experience, not just, you know, what they believe is smart money, but there's other types of smart money. And the other thing I would say, if I could real quick, you didn't ask this question, but you also want to find smart money that's willing to spend the time with you as a
Starting point is 01:07:05 founder and entrepreneur. Because a lot of times you may get their check and you can go out and say, I got XYZ firm backing me, but they've got, you know, five minutes a month to actually work with you. And so find somebody who's got the time and interest to help support you as an entrepreneur, as a startup guy. That being said, you know, gosh, in the last year and a half, It's been such a diverse experience. I've helped people network to find other people to help them. People have asked me to help find talent. People have asked me questions about experiences and how to do something.
Starting point is 01:07:45 Gosh, I was just helping one founder in a really interesting technology try to get connected to be able to explain it in a mainstream way because it's such complex technology that um, that he needs to be able to get that elevator speech to be able to explain it to laymen like me, right. Um, what he's actually doing. Um, and I spent a lot of time with him just recently trying to, to, to help him connect with PR people and people who can take complicated stories and make them so regular people can understand them. Um, and so it's been all over the board and I, and I actually love it. I love every second of it. It's, it's exhilarating for me. One thing that I think, uh, is very obvious as I've gotten to know you, we've talked more and
Starting point is 01:08:25 is uh you understand how to run an organization but also there's like this polish that comes with being the ceo of a large organization right because not only are you do you have stakeholders internally as the employees you have your executive team you have your shareholders you got wall street then you got the media like there's a whole bunch of people not to mention the 250 lawyers i had in house exactly right so there's just like there's so many people constantly that are looking and saying like don't screw this up right and so you just i don't care how bad you are in the beginning like you eventually get better at it if you're going to stay in the job and it feels like uh if you were to pull out a spectrum being the ceo of allergen is on like one end of the spectrum
Starting point is 01:09:06 because you have so many different stakeholders there's so much complexity being the founder of a two-person startup is on the other end and to me there is a tipping point of like the ceo of Allergan, if that's how you act every day, right. And you're expecting to have 250 employees and like, uh, or, uh, lawyers in Toronto, et cetera, you're actually probably going to suck as the two person startup. Definitely vice versa, right. We've actually seen some situations where the two person startup becomes the CEO of a large corporation. And so like, how do you think about that transition? Right. Like as you're talking to young founders, is there a tipping point where it's like, okay, once you have a certain number of employees, or is it more of
Starting point is 01:09:45 a gradual kind of uh learning exercise and like you know you yourself like you weren't always as polished and as effective in terms of being the ceo and you had to learn that over time yeah it's generally more gradual i mean there's some i'm sure there's some rare instances where some some startup just really took off at rocket speed and next thing you know you know you went from two people to two thousand people but i think for most people it's it's more deliberate than that. And the best advice I could give is surround yourself with people who've done that before to counsel you and mentor you. Never underestimate the value of a good mentor. And it doesn't have to be just one. It could be a mentor for a specific purpose or a topic. And they're out
Starting point is 01:10:29 there. There are a lot of people who have retired, and their word isn't gospel, nor is it necessarily law, but it's another point of view. And you balance that against what you know, and you come to a better answer. Yeah, nine times out of 10. Yeah, makes sense. Bitcoin and crypto. I know that you obviously have become more interested in it. What's interesting? How are you looking at the space? Yeah, so you know, I have been aware of it for a long time. I wish I had invested when I became aware of it. But you know, again, hindsight. So I started investing and getting smart on crypto maybe about 16 months ago. Yeah, so a little over a year ago, it was the beginning of of last summer when i really started to study it and understand and i think two things that that
Starting point is 01:11:13 really piqued my interest around it was one just um as we think about the the current system of monetary system and finance system of how ridiculous it's i'm trying to think of a right that was the nicest way of how ridiculous it's become there was a lot i could tell you were like, oh, there's a lot of things I could say right now. Yeah, I was trying to be polished. But it really is, it feels like it's on its way to being a house of cards. You may say it is a house of cards already, but it feels like a lot of the things that we cared about for many years in the monetary system have been completely disregarded over the last few years. And that's a problem. And I think it will be a problem for future generations. I don't think the house is
Starting point is 01:12:02 going to fall down tomorrow. I don't think the financial systems are going to collapse tomorrow. I'm not a doomsdayer. But it feels like we're on a path that's not sustainable in the monetary system. And so Bitcoin, as an example of a cryptocurrency, feels like a really better governed alternative than the US dollar. That was one way I got interested. And then the blockchain technology in and of itself, I thought was fascinating in terms of being able to facilitate transactions or, or contracts or change the way we think about, you know, managing intellectual property, um, and other things like that. Cause I've always been fascinated by intellectual property. Um, and so those were the two, two kind of angles I came at,
Starting point is 01:12:47 um, the world of crypto really trying to understand and, and, and figure out if it's worthy of investment. Obviously how I met you is, is, you know, and then I tried to network myself among the best of the best and, um, and try to learn as many, you know, any nuggets that fell to the floor that I could try to try to, to learn more about. And I'm still doing that. You know, I'm just at the beginning of the journey. Yeah. You, um, in what I'll call social circle, either whether, you know, professionally or socially, uh, obviously know tons of CEOs of large banks, uh, people who run fortune 50, fortune 100, fortune 500 companies. Um, and then also some of the most successful startups uh as well what is the conversation like with maybe the
Starting point is 01:13:29 people who aren't in bitcoin or cryptocurrencies but uh people would know who they are right it seems like there's actually much more appetite and participation maybe people understand in those circles yeah it's interesting i've seen a sea change in the last year i mean really noticeable dramatic change in attitudes and perceptions of cryptocurrency in the last year among my peer group or the people I hang out with, which is as almost you described. I would say two, three years ago, they would have thought of it as a bit of a fringe investment. They're a bunch of wacky tech people who think this is a good idea. And today, I don't think anybody debates whether or not it's a legitimate investment opportunity. The utility of it,
Starting point is 01:14:18 how long it will last, where it will go, I think is still open to debate by that group. But no one doesn't see it as being real and here to stay, right? Now, I think among this perhaps, I guess, more plugged-in crowd to regulated environments and other things, there's still concern about what could happen from a regulatory framework. But I don't think anybody thinks that it's going to disappear, you know, that the government's going to step in like China and say we're going to have our own, you know, currency and we're going to, you know, we're going to make the U.S. dollar a cryptocurrency. I don't think anybody worries about that. But, you know, how it's taxed, how it's held, you know, some of the security, you know, is there more regulation? And there probably will be just as it becomes a bigger asset class.
Starting point is 01:15:11 It probably is a good thing. I don't know. I think you believe that as well. I'd rather have it regulated in the mainstream than unregulated in the Wild West. But, you know, I think it's become a fairly legitimate topic. Now, the thing that I'm still waiting to see is CEOs look at it as blockchain, as a tool to facilitate their business. And I haven't seen that turnover yet. It's still an investment for many of them.
Starting point is 01:15:41 It's not a technology that can make their businesses better yet. I think there are some forward-leaning people probably in big companies that think that, but I haven't seen it kind of get to that CEO crowd yet. But I think that's the next step. I'd be surprised in a year from now we're not talking about it both as an investment or alternative to the U.S. dollar or, you know, actually a technology as blockchain technology that can change the way we do business. What do you think about like the public company? So MicroStrategy obviously is like the big one, but even Tesla Square, and there's a whole bunch of like crypto, Bitcoin miners, et cetera, crypto focused companies, Coinbase, et cetera, who have actually put this on the balance sheet, right? You ran a very, very large company. like is that insane like in terms of like that that kind of public market uh audience of the
Starting point is 01:16:30 big banks and the fortune 50 ceos or is it more so there's going to be some that start out and they're the early ones to do it but like eventually five ten years from now you could see you know maybe not every single company but a large portion of companies actually doing it yeah i i think it's a bit gimmicky today um i think if you're a a company and you put uh bitcoin on your balance sheet because you trade in Bitcoin, you're square, you're facilitating transactions. I can get my mind around that. That makes sense to me. If you're Tesla, I think you're just Elon Musk playing a game. And he's played the game well. And he's moved the market, right? MicroStrategy, it kind of defines their company and their valuation is in part based on, or at least I think in large part
Starting point is 01:17:15 based on, you know, so they are basically an alternative way to invest in Bitcoin. So that's worked for them. But, you know, that few and far between are going to be able to become that kind of company. Right. The Tesla one is the one I scratch my head at the most because it doesn't change their business model. I mean, they are technology slash car company. Right. And their secret sauce should be about, you know, fuel cells and batteries. Right. Not like they should be the best in the world at doing that, right? It feels like Bitcoin for them is a distraction, you know, from perhaps, you know, investor conversation or maybe an intentional distraction. But it feels like it's a sideshow versus you're really doing something to facilitate. So it's more like the
Starting point is 01:18:01 crypto businesses make sense, right? If that's part of your business model. Yeah, if you're Coinbase or you're Square or you're, you know, that's your business. So you want to stand up and say, I believe in this as an alternative to the dollar. So therefore, I'm going to put my treasury in it i'm i'm with you yeah go go do that but if you're tesla and you're you're you know you're a technology company trying to solve fuel cells and battery electric batteries what is a billion dollars of bitcoin do on your balance sheet except be a gimmick right go up in price make money i mean i'm not you know look i'm all for it because i want to i like bitcoin being in the mainstream so you know no harm no foul but it does you know as a as a ceo of another company
Starting point is 01:18:41 of are looking at it, I'd say that's a bit gimmicky. Yeah. And what do you think changes that? Right. So again, I'm of the belief and, uh, I reserve the right to change my mind on this over time. Right. But, uh, as of right now, we're not going to see tomorrow, every public company go do this. Uh, it's obviously a small handful of them. There's reasons why each one of them are doing it, whether you agree with it or not 20 years from now, almost all of them probably have done it 10 years a lot you know five years maybe more than today uh what changes that is it just literally familiarity and like getting used to the assets and realizing it's not going away or do you think that it's like a oh if regulatory clarity comes tomorrow everyone goes and does it
Starting point is 01:19:22 like do you see that appetite for it or is it less about appetite and it's more so it's just going to take time for people to get used to this yeah i mean look i i the i think it probably has to do with the regulatory framework a bit. The volatility of it is probably important too. When you have such, you know, the way you have to mark to market your, you know, once you've converted it from cash to Bitcoin, it's no longer cash, right? Under public accounting guidelines. And so now you have to value it on your balance sheet as an asset. And today, as you know, the volatility causes that to swing. So unless you're a big company that can afford to really manage those swings in valuations, that could be problematic. Today, it's hard to securitize that against debt
Starting point is 01:20:08 or other things like that. Rating agencies probably don't. Once you've converted it to Bitcoin, it's no longer cash that gets applied against your debt covenants and other things like that. So it's quite complex. If you're Tesla and you throw a billion dollars on the side into it, OK, that's why I call it a gimmick. It's not going to make or change the valuation of Tesla. that somehow Tesla is being valued anyway. And they're just a different animal. It's a unique company with a unique way it's being valued or held by investors. But that being said, look, I think in 20 years, if ultimately rating agencies view Bitcoin as the equivalent of cash or as an asset, the volatility becomes a little bit more predictable. I agree with you. I think every
Starting point is 01:20:56 company may do it, particularly if we see inflation. But there are a couple of things that have to happen, I think, to make that go mainstream. I actually, if I had to bet, I'd say it would happen. I don't know if it's five years or 10 years from now, but I think it does happen, but we're not quite there yet. Yeah. I think that's a fair way. Before we wrap up, what is your favorite memory? Like you've done so much, right? What's the thing that you're just like, man, this is the time of my life, uh, business wise, I was having the most fun. Oh, you know, it's, it would be off the top of my head. It would be a tie between two things. Okay. It would be a tie between the day that we
Starting point is 01:21:32 announced the Allergan transaction as the white night. Okay. Yeah. That was a really, what do you do that day? Like you guys announced it. Are you guys celebrating? No. Are you like, I need a nap? We were up till like all week. It was a, you know, 24 hour, three day in a row, you know, up all night. Um, Sunday night we signed the deal. I want to say at like four in the morning, Sunday morning, or I guess it would have been Monday morning now. And then Monday at, I think it was at nine o'clock, I was on squawk on the street announcing the deal with Kramer and David Faber and that kind of thing. And so, you know, it was, and then from that moment of walking off the stock exchange where the set was, it was investor meeting,
Starting point is 01:22:13 investor meeting all day through New York, flighting to Boston in the afternoon, all day in Boston the next day, out to Chicago the next day. It was just a week of roadshow meeting with shareholders and investors and some media to explain the strategic and financial logic of the transaction. So I don't think you stop to celebrate for like two weeks. And then I just fell asleep. My celebration was going to bed. But I remember that day saying, this may be arguably the best deal of my life. Um, it wasn't, uh, if I've done some better ones, but, but at the time I felt like I was on top of the world. Yeah. I do remember that. All right. So that's one. What's the second one? And the second one was when we, um, when I did the, uh, the SPAC, believe it or
Starting point is 01:22:57 not, I know SPACs get a bad name today, but you know, going out and raising a billion dollars based on you, just you, like I didn't have a company I was going to buy. It was just, Hey, give me money and I'm going to go do something good with it. I was like, wow, you know people people must have some sort of faith in me i don't know why i wouldn't do it but you know like if i can go out and just on my own from my you know it never it was a pandemic i never left my house i did it all from by zoom um i should say webex because i'm on the board of cisco um but um uh you know just sitting there in in my my home office raise and raising a billion dollars in the course of a few days based on just the idea of hey i'm going to do something good
Starting point is 01:23:38 with it it was pretty cool that was a good feeling how would you grade the SPAC experience for you because I do think that uh some people are like oh I hate SPACs some people like I love SPACs like having raised the money gone out got a deal done and you're off to the races now would you do it again absolutely look I think the SPAC thing is is um the bad name that SPACs have today is deserved in large part and and I put that on the underwriters and and the banks that took too many companies or too many individuals out in SPACs that had no business ever being in a SPAC. You know, SPACs should be smart money. They should be people who have done this before. They should be used as an alternative, one option as an alternative to an IPO. There is a place for
Starting point is 01:24:27 SPACs. I think SPACs will be around forever. But the pendulum swang way too far. And so, you know, we need a clearing event. We need this kind of shake out of the low quality SPACs, the low quality operators, the low quality, you know, financial backers behind these things. And then we'll get to a much more legitimate SPAC market. And I'm, I see it happening. So it's happening already. Second question. And last question for you is, if you could give advice to a young founder, what's like the number one thing that they should go do that you think will set them up for success, or at least push them closer to success as they build a business? Is there a book to read? Is there a person to go talk to? A skill set to acquire? What?
Starting point is 01:25:11 So I'll oversimplify it, but I say this to almost all of them all the time. Be really good at just one thing. Because my biggest pet peeve, and I've seen too many founders do this, is they try to be good at everything. Or they think their technology can solve every problem known to man, and they want to dabble in 10 different solutions. You know, take your technology, take your idea, and do it really well in one vertical, in one spot, in one instance, and blow it out. And then, as I always say, the best lesson in business, Jeff Bezos sold books for 12 years. 12 years before he sold anything else on Amazon. And he didn't want to sell anything else. Everybody was pushing him, sell this, sell that, do this. He said, no, I want to be the best
Starting point is 01:25:49 book salesperson and then i'll move on to the next thing and you know there's there's you know i'm not always a jeff bezos fan but there's a lot of really great insight in in in that action it wasn't words it was actions 12 years he spent selling books most valuable company in the world now yeah i mean it's incredible with the uh the obsession and the focus right but how many founders you know think they love their technology they're so passionate they think they've solved you know the the world world hunger i don't know they you know they they really believe in it and you love that about them right you're like oh my god this guy's so passionate or this woman's so passionate they really got this thing down and then you know you say okay so what are you doing
Starting point is 01:26:31 first and they rattle off like 50 things they're trying to solve and i always say to back up like just work on number one and two like don't worry about two through 48 you know um because you can't do everything well. And you got to prove your technology works by being the best at applying it in one such situation or your service or your idea, whatever it may be, do it really well in one limited area and then you blow it out. Yeah. I think it's a great piece of advice. I wish more people would listen to that advice. Where can we send people to find you on the internet? Is there a place you want to send them? Yeah. So Instagram is probably my most active social media. It's Brent L Saunders. Um, and then my Twitter is Brent L Saunders and both are, you're popping
Starting point is 01:27:15 on Instagram. I spend more time there. I like Twitter. I'm more of a stalker. I stalk you on, on Twitter. I apologize for all the tweeting then. No, I, I, every day I wake up to, you know, words of encouragement from you on Twitter. So that's good. Uh, before we're joking that you have 800,000 followers on Instagram, which I'm impressed by because I don't know how you did that, but, uh, it's, uh, there's value. I was actually ranked the, uh, I think it was by CNBC and business week. I could be wrong by the public as, as the number one social media CEO in the fortune 100 years ago. I have a lot more followers today. So that's pretty good. I feel like that is the thing that if, uh, if you've reached the pinnacle of business, that's the thing that you
Starting point is 01:27:58 like hold over your peers heads, right? I know we're all here. We all run multi-billion dollar businesses but you know i'm the best at social media i think i was like at the time i was neck and neck with doug mcmillan from walmart yeah yeah i don't know if he's continued on i haven't tracked him but that's how i was i was like up against i love it i love it all right well listen thank you so much for taking the time to do this and we'll definitely have to do it again in the future yeah thanks pop i really enjoyed it

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