When the Risk/ Reward Proposition Changes

Price is what makes an investment attractive or not. Price changes the risk reward proposition of any business even good ones. As such there is few issues that have to exist my portfolio: Dr. Pepper and some credit instruments.

I am going to sell some of the preferred issues that I bought during 2008 and early 2009. The risk reward proposition has changed significantly. I have discussed how investors are becoming yield pigs and I want to exist before the party is over. The low yield environment is forcing some instruments to trade higher artificially. Some of the credit issues like junk bonds, bank loans and preferred shares made sense in late 2008 and early 2009 but now it is

Here is an example of an issue I bought in November 2008, Brookfield Asset Management (BAM) issue BAM-O. I have bought additional issues from Brookfield as well like a yield floater, detailed here. The O issue gave me an IRR of 36% when I bought it, now it is yielding 2.5% to 6%, depending on the redemption or conversion of the issue. This issue trades at fair value now, if you consider the IRR to be the equivalent of YTM, then a BBB issuer like BAM is trading around the 6% mark. if I hold to maturity the upside is an expected rate of return of 4%, the downside is significantly more than that. I would never buy this issue now given its price so it is time to exist.

I am existing also most of my bonds positions however I am keeping a couple of floater preferred shares because they should do well in rising interest rate environment, given that there is no market surprise.

I sold Dr. Pepper (DPS ) as well for the same reason: risk reward profile changed. DPS is a spin off investment that was loathed by the market: too much debt, weak earnings and declining US carbonated volume sales. However, the reduced expectation and the strong brand portfolio made it a good investment. Now it is a good business but not a good investment. DPS has managed to drive efficiencies to its distribution and supply chain network, promote brands and gain market share, reduce debt and increase cash flows and dividends. The turnaround in operations made it a good business and share price followed. The risk reward profile changed. DPS is not fully valued at this point I reckon $40 is the mark but from where I sold it at $ 36 the upside potential is not significant to justify risk losing if they had a bad quarter.

Merger Arbitrage : TRBN/ EBS

I usually do not get interested in risk arbitrage situation unless there is the potential to earn out-sized absolute return. Most risk arbitrage offer around 15-20% annualized returns, and actually less on large deals. However this one offers great odds for the price of participation.

The idea is not mine it was emailed to me from a reader so hat tip to G&B.

Emergent BioSolutions (EBS) is acquiring Trubion Pharmaceuticals (TRBN) in a deal valued at up to $135.5 million. Emergent will pay $96.8 million, or $4.55 per share in cash and stock, upfront for the company and issue milestone-based Contingent Value Rights (CVR) worth up to $38.7 million more. Milestones are based on mid- and late stage clinical trials of TRU-016 for the treatment of chronic lymphocytic leukemia and non-Hodgkin’s lymphoma, which is partnered with Abbott (ABT).

The math is simple for this merger arbitrage: there are no returns from the merger cash and stock consideration. However you will get the CVR for free at current prices, well close to it for 2 cents. SO effectively you have a cost free shot at earning $1.9 over the next 36 months. You can’t get better odds than these.

When the deal was announced the implied value of the CVR was 27 cents. However now it is 2 cents. See the progression of the implied value in the table below.

Risks

• Will the merger close:
• financing issues: cash consideration for the financing is $27 million only, while TRBN has cash and short term investment of $45 million on its balance sheet as of June 30, 2010. So EBS is actually getting paid to take the company to ensure its going concern.
• TRBN shareholder’s vote. Management own is 5% of the company and I think there is abig likelihood that shareholders will vote yes for the deal
• regulatory approval: already cleared.
• Will the CVR pay out?
• Pfizer potential for cancellation of their clinical studies as they have cancelled a program before merger announcement in July. The amount at risk is $12million. Pfizer decided to pare the dumped drug, TRU-015, comes as Trubion released trial results showing a higher than usual placebo response in a mid-stage trial, or not so exciting results. Pfizer picked up rights to both drugs as part of its 2009 acquisition of Wyeth. It is possible that Pfizer is paring rationalizing its R&D spending so some of these clinical studies will be canned.

Even a 5% probability of CVR payout will ensure to earn four times your invested capital. I was in at 3 cents CVR implied value.

GLOI: Special Situations

This is a liquidation opportunity I have been following since they announce intention to sell their operating businesses. To see an overview of the opportunity, and to avoid repeating the deals, please see this post. What I will try to do here is to assess the liquidation value and answer if there is enough margin of safety to be considered a sound investment.

Valuation
Issues to consider:

• Dilution Issues: Management (CEO and CFO) will have 516,000 shares vested and granted under their long term compensation plans due to change of control. This will dilute my ownership by 3.5%. I reckon there is no potential for other dilution issues going forward.
• Taxes: As it stands right now there is tax issues as most sales occurred below book value. It will depend on the earn-outs amount but I think the taxes will be non issue.
• Management Payments: There is $3,381,000 to be paid CEO and CFO for change of control clauses, bonus, and Rabbi trust in their employment agreement.
• Real Estate leases: The company HQ is leased on month to month basis and will not pose any significant costs during the liquidation period.
• Burn rate: I estimate that the company to have a burn rate of 2000,000 by next year end between the following components:
• CEO/ CFO salaries: $955,000 (including bonus to CFO)
• HQ lease: : $225,000
• Legal fees : $200,000 (this separate from transaction fees as I netted those against the sales proceeds)
• Other: $600,000
• in the worst case scenario I will assume the burn rate will double to $4,000,000.
• The holding company will be be liable for the credit line, which as of June 30, 2010 was $4.1 Million. This is offset by cash on hand of $3.8 million. Please note that in June 30 statements they have already closed on Rosetti transaction so there is $2.9 million that has already received that need to be netted out.

The following is a listing of what amounts that will flow to GLOI from the all transactions:

Please note that earn out could be higher but I based it on rolling unit revenue over the last 4 quarters.

So if we put together all items above with the best and low case estimates I can have the following potential values of liquidation:

All these buyouts are management lead buyouts. that signifies to me that the business is good and the potential of the earn outs to materialize is solid.

Risks

• What I did not did not require any special insight or knowledge to unearth the potential. So what does the upside exist? I think the market is not discounting all the potential earn-outs. Current market value of the company is equal to the current distribution. Also I think the company is too small to be on any-one's radar.
• CEO and CFO share sale, why? The timing of the sale came before the Bode transaction announcement. However transactions do not materialize over night. so why did management sell if the potential to earn higher value for their share down the road? I tried to research as much as possible but could not get anything. the only thing left is to get in the mind of the CEO and CFO.
• There is no word on liquidation and how? so if management have a change of heart and decides to buy another business, then the thesis is over.
• WC adjustments that may go against the company.

Conclusion:
A 15 months opportunity that offers a good margin of safety. I estimate that if all earnouts are not received then you will receive 10-13% return. If some earn out materialize then the potential to earn north of 20% is an outcome with high probability.

Yield Pigs

Several blogs, here, here and here, talked about the “insanity” of the bond markets. I tend to agree with the analysis. However what I am noticing is the other dimension of the insanity in the credit market is the rally in government bonds at the same time as junk and corporate bonds.

In the recovery from the March lows last year, the long term yield t-bill went up, prices went down, as money shifted from safe and liquid treasuries to other credits as they were priced attractively. Several credit classes rallied; corporate debt, junk and municipal bonds. The inverse relationship between treasuries and risky asset classes work 9 out 10 times. However, there is something amiss here.

Treasuries are rallying but at the same time so is credit. Most funds are being crowded out from some of the deals hitting the market. Spreads are coming down yet 10 yr treasuries are yielding under 2.8%. Everyone is a yield pig today ( see post about Klarman).

Moreover if I look at the retail investor instruments such as Closed End Funds (CEF), I find huge premiums for high distribution CEFs. High yielding CEF are trading at large premiums, sometimes reaching 40 and 50%. I put the premium along with distribution yield and got the chart below. It shows a clear relationship between yield and the premium. Investors are bidding up funds with large yields.

Actually anything with yields have rallied. The Wallstreet Journal has a story about investor appetite for Master Limited Partnership (MLP) for their out-sized yield.

I usually will bet with those buying government bonds. Government bond market is the largest and the most sophisticated in any asset class. Usually the message sent by the government yield trumps all other. However it may be different this time.

The Globe & Mail reports” ...the government bond market has been flooded by retail investors seeking what they consider a safer harbour than stocks for their investment dollars. U.S. bond funds have posted net inflows for 72 of the past 73 weeks. according to data compiled by EPFR Global of Cambridge, Mass. The bulk of that money has been earmarked for government issues, including municipal debt.”

The rally in US treasuries are perplexing given the fiscal and monetary policies of the US. Spending and loose monetary policies over extended period of time should push yields higher. The US treasury is indicating that there are no policy issues to worry about, while clearly there are many structural issues that should push yields higher, not limited to:

• Social Security obligations
• Health care obligations
• Public Pension future obligation
• State and municipal deficits and debt

The article brings an interesting conclusion: “....Baby boomers have lived through two 50 per cent market crashes and they are just leaving [equities]” in the mistaken belief they can do better in bonds.”

Opportunity in oil spill

There has been a lot of talk of the opportunity in the energy sector as a result in the sell off of the Gulf of Mexico (GOM) producers, drillers, platform operators...etc. Most of these names have been halved in price; BP is offering 10% dividend yield, which is an amazing return by itself.

The question presenting itself, is the disaster an opportunity for stock pickers? Some think it is.

The disaster is a game changer. No one can argue that in a couple of years, and into the distant future, GOM operators will operate in the same manner as they did few years back. I do not think so. Costs are going to go up materially.

Insurance, security bonds, royalties, clean up funds, taxes...etc will be on the rise as a result of this disaster. Some suggest that platform operators like SeaHawk (HAWK), which I reviewed their spin-off and did not like, is a good value proposition as it is selling below liquidating value. However it was selling below liquidation value a year ago as well.

I think the smaller the player the more disadvantaged operationally and financially in the new and expected environment. Weak balance sheets will find it harder probably to comply with bond and clean up funds requirements and will be forced out by the bigger players, who ironically caused the disaster in the first place.

If I wanted to buy, I like McDermott International (MDR), which will spin off it is off-shore construction and management business. The company operates three businesses:

• off shore drilling project management,
• government operation: nuclear submarine building, and
• fossil fuel power construction

MDR will operate the off shore construction business and the spin-off will own the other two.

My idea is to buy on the spin off date MDR as it will be more than likely added to the several energy sector ETF and mutual funds. Those funds did not own it due to the complexities of the other two units and was not pure play energy equity.

1. MDR will be less complicated than the other unit from accounting, regulation and business is easier to understand,
2. growth potential in offshore drilling around the world; its Arabian Gulf operations is growing at a fast clip and will offset any weakness from GOM operations,
3. demand from energy index and sector ETFs as the company will become pure play energy service company. MDR is held in mid cap portfolios but not in sector specific ETF like energy funds; ishares Energy Service, Holders (OIH)...etc. Will the spinoff induce sector specific funds to buy the oil and gas segment to be part of energy ETF/ funds? A very high possibility.
4. The backlog of the company alone should provide good support for earnings growth.

To capitalize on the energy sell off, I will require more odds in my favour and I think MDR might do it.

CF Industries : The Perils of overpaying

I have detailed my thoughts on the Fertilizer buyout dance and how CF in its bid to stay independent overpaid. I expected the market to punish the company but the dramatic decline of CF stock exceeded my expectation. True the whole Ag space is under pressure but CF is down more than 30% compared to AGU, 12%.

This was easy short. Most of the time mergers destroy value but to overpay in such reckless fashion is a whole other story.