Category Archives: Short

MIFA Bond (ISIN DE000A1X25B5) – Distressed debt & Restructuring “German Style”

I had covered the case of MIFA several times in the last few months (part 1, part 2, update, update 2).

Over the week-end, finally some news emerged with details about the restructuring.

If I understood the filing correctly, the following will happen:

1. Existing shareholders will be diluted 1:100
2. Bondholders will accept a “haircut” of 60% plus the coupon will be reduced to 1% (from 7,5%) and the maturity will be extended to 2021 (from 2018)
3. Hero cycles will inject (up to) 15mn EUR via a capital increase
4. Bondholders will get 10% of the new company for the 15 mn haircut and a subscription right for additional shares

Interestingly, the advisor nominated by the bondholders also made a press release. Some additional info from this release:

- the advisor estimated a recovery rate of only 15% for bondholders in the case of bankruptcy
– technically, bondholders will own 91% of MIFA equity before Hero cycle invests
– bondholders get subscriptions right and could, if they want to invest new money, own up to 30% of MIFA including those shares they get via the debt equity swap

As some details are still missing (price of new shares) etc., it is hard to correctly say how much the bonds are worth and if bondholders were treated fairly compared to Hero. However current prices at ~38% seem to imply most of the upside.

My 5 cents on this

For me, the following aspects of this whole episode are interesting:

- How can be the recovery rate of bond issued twelve months ago only be 15% ? Where did the 21,5 mn EUR disappear ? In my opinion, MIFA was a fraudulent company for quite some time and was already insolvent when they issued the bonds.

- Will there be any law suits by bondholders ? Why did Hero take the risk and didn’t wait for insolvency ? Are there any special provisions for Hero to back out if law suits come up ?

- “Senior bonds” under German law should not be treated and priced as senior bonds. As this example shows, one can “haircut” bond holders under German law (“Schuldverschreibungsgesetz”) without even going into bankruptcy procedures. German Bonds are much more similar to potentially perpetual, deeply subordinated bonds or “Genußschein” than a senior bond under international law. Any covenants written into the prospectus are worth nothing as it is so simple to just restructure the bonds.

- such a restructuring can be decided with only a small percentage of the bondholders. Only 28% of the MIFA bondholders were present when the advisor, who can commit to binding changes, was elected. So in theory, 14% of the bondholders can decide what happens to the remaining 86% of the bondholders with very little chance for any “hold outs”. Maybe Greece and Argentina should issue their future bonds simply under German law. Tha would make life much easier for them.

. why does the MIFA share (1% of the future company) trade at 80 cents or 6 mn EUR market cap ? Do shareholders think that the company is worth 600 mn EUR ? This is a clear “short zo zero” situation if one could actually borrow the shares

- one could argue that the restructuring makes sense because MIFA will be able to continue to operate and now jobs are lost. However I think it would be naive to believe that Hero will operate MIFA they way they worked before. Hero wants the brands and the distribution, not the production. I am pretty sure that they will not guarantee a lot of jobs.

- but at least, the order that existing equity gets wiped out before the senior bonds still holds, even under German law. I had some serious doubts about this.

The most important lesson: As I have written before, new corporate bonds under German law should be avoided at all cost. Especially the “Mittelstandsanleihen” are in principal similar 20 EUR bills issued at 100 EUR with a tiny little option to receive 100 EUR. The “lipstick on this pig” is the high coupon. But German investors seem to buy anything with a high coupon these days anyway. No surprise maybe if you have to pay for holding 2 year treasuries at the time of writing.

Kabel Deutschland & Vodafone reloaded

One of my two remaining short position gets “smoked” today. Kabel Deutschland is up ~7% to a new ATH:

The reason is once again the (now somehow confirmed) rumour that Vodafone wants again to take over KAbel Deutschland:

It started (again with the “rumour” as last time:

(Reuters) – Vodafone Group Plc has made an informal takeover bid within the past week for Germany’s biggest cable company, Kabel Deutschland Holding AG, Bloomberg reported, citing people with knowledge of the matter.

In the meantime, to my surprise, Vodafone confirmed the talks:

LONDON—Vodafone Group PLC said it has approached Germany’s biggest cable operator Kabel Deutschland Holding AG about a possible takeover, a move that would mark the U.K. mobile-phone company’s largest acquisition in Europe in more than a decade and add more customers to its triple-play offering of TV, mobile and broadband.

“There is no certainty that any offer will ultimately be made, nor as to the terms on which any such offer might be made,” Vodafone said in a brief statement Wednesday.

Kabel Deutschland confirmed it has received a preliminary approach from Vodafone, but also said there is no certainty an offer will be made.

So this is clearly against my expectations when I made the short. I have to admit that I don’t understand Vodafone. Why would they start such talks again with the danger of a leak again when the exact same thing happened a few months ago.

My only explanation is that they are either extremely desperate or extremely stupid. Or both.

Vodafone shareholders didn’t seem to be too enthusiastic either. So lets wait and see what happens. One first lesson is clear: Never underestimate the stupidity of others. Vodafone has done already one horrible overpriced German acquisition (Mannesmann) in the past. However, most likely most of those people who did this back then were already fired and now they make the same mistake again.

Clearly I also made a mistake here. It is definitely much more risky to short stocks with no majority shareholder in an industry which is famous for overpaying for M&A transactions.

EDIT: Real time comment for a quite “famous” Vodafone investor:

Vittorio Colao the urbane but seemingly incompetent CEO of Vodafone is the new Sir Fred Goodwin.

Kabel Deutschland (DE000KD88880) – Short again !!

Kabel Deutschland is a stock which I have written about quite often. I was short the stock but closed out with a quite significant loss (-53% to be exact).

I am still following the stock out of interest because I think it is a prime example of a modern day high quality “stock promotion”.

Clearly, the performance of the stock since its IPO is outstanding. Without many setbacks, the stock has tripled since its MArch 2010 IPO, making it one of the most succesful German stocks in that time period:

Also the advantages of Kabel Deutschlands business model are clear:

- the business seems to be a “natural moat” business. Effectively, Kabel Deutschland makes contracts with the administers of multi family homes, so all those people become automatically clients of Kabel Deutschland and have to pay a base fee via their monthly rent bill. With this guaranteed inflow, Kabel Deutschland is then able to sell aggressively phone services, internet etc. to those clients

As a result, Kabel Deutschland is supposed to be a free cash flow machine with still significant growth potential, the rare exception in the European TelCo market. So it doesn’t matter that Kabel Deutschland has negative equity and the debt is mostly covered by goodwill and intangible assets.

Markets are clearly paying a premium for that. With a trailing EV/EBITDA of 11.4, Kabel Deutschland is ~30% more expensive than even the comparable cable operators in Europe and the US.

Recent developements

Telecolumbus acquisition

Kable Deutschland was on track to take over Telecolumbus, another regional cable operator. Taking over other regional cable operators is of course a no brainer for any aspiring cable company. Economics of scale is what counts in cable. However 3 days ago, the german antitrust office finally rejected the request from Kabel Deutschland due to anti trust concerns.

So this significantly reduces growth opportunities for Kabel Deutschland. Yes, they might be able to sell more internet etc. to existing clients but I am not sure if this really warrants the extra price paid for Kabel Deutschland

9m results

The official release came out with an encouraging dividend increase from 1.50 EUR to 2.50 EUR per share. Also all their self defined funky KPIs look fantastic.

However if you really look into the cash flow statement, one can see that 9 months free cashflow is only ~50 mn EUR, to significantly increased investments. The company even announced an “accelerated network investment” plan:

In order to enable accelerated growth, the Company intends to pull forward network investments of €300 million to be spent over the course of the next two fiscal years in addition to the Company’s existing investment plans.

Interestingly, the “operating cashflow” does not include interest charges. In my opinion, interest charges are operating, as they have to be paid regularly and there is no discretion like dividends. So in my view Kabel Deutschland currently runs free cashflow negative and dividends are paid out from the increase in debt.

All in all, one might think that those two issues might lead to a decrease of the valuation premium for Kabel Deutschland. Fat chance, because just by pure coincidence, the following story appeared in the Newspapers last week (before the other two events mentioned bacame public):

According to “insiders”, Vodafone is contemplating to take over Kabel Deutschland.

The reason seems logical: Vodafone needs to offer “quad play” services (Televison, Internet, fix line phone, mobile phones) and has already purchased in a similar fashion Cable and Wireless UK fixed line operations in 2012. So a clear no brainer.

Kabel Deutschland directly jumped more than 20% and the following bad news (Telecolumbus, 9 months earnings) were mostly ignored.

Vodafone Cable and Wireless UK acquisition

It is absolutely correct, that Vodafone acquired Cable and Wireless UK operations last year. However, what many “analysts” did not mention was the fact that Vodafone was very disciplined here.

When Cable and wireless split in two companies in 2011, there was always the rumour that Vodafone would be interested. However the waited a long time until the price was right before they came out with an announcement in April last year.

According to Bloomberg, Vodafone finally paid the following multiples:

P/S 0.3
EV/EBITDA 2.5
EV/EBIT 6.7

So Vodafone actually bought here at “rock bottom prices”. In my opinion, the days are over when Vodafone would move in and pay any price for Cable Deutschland.

In my opinion, there are also no other natural buyers for Kabel Deutschland. Liberty has already bought Kabel BW and will not be allowed to buy Kabel Deutschland. The big Telcos have enough problems already and for a PE buyer, Kabel Deutschland is already too “bootstrapped” to be interesting.

I am pretty sure that Vodafone knows that and will not rush into a Kabel Deutschland deal, if at all.

Conclusion

In my opinion, the “Vodafone Insider story” was a prime example of stock promotion, making the stock jump with a somehow plausible story and making people forget about the rather sobering underlying picture.

I am therefore once again, going to establish a short position in Kabel Deutschland, betting against a take over by Vodafone at a premium. As always with shorts, I will start with a 1% position.

At current prcies, I believe the risk/return ratio is quite good, as I don’t believe that Vodafone will buy at current prices (or even pay a premium) and there is a good chance that Kabel Deutschland’s valuation will approach average levels at some point in time.

Edit:
In my “home forum” benny_m posted a interesting link regarding potential cable regulation in Germany:

http://www.teltarif.de/kabelnetz-regulierung-bundesnetzagentur-homann/news/49249.html

That might be a game changer…….

Interesting short idea from Bronte (and a free course in forensic accounting): Focus Media (Chinese RTO)

For those who don’t read the outstanding Bronte Capital blog regularly, I can ony recommend: put it on your priority reading list.

After his not so well timed Richemont short, he has now set his eyes on Chinese company Focus Media from China.

Focus Media is a (on paper) fantastically profitable company from China wich was already subject of a Mudddy Waters report.

John Hempton has now a real series of very detailed posts about the company:

Read more

Portfolio updates & ManU short

Draeger Genußscheine

After the dramatic increase in the Draeger Genußscheine, the portfolio weight of this position increased to aropund 11%. As 10% is my maximum treshold, I will sell down to 10% of portfolio weight from today on.

Manchester United short

Manchester United is now avaliable to short at Interactive Brokers. Therefore I will start with a 1% portfolio weight short position as of today as discussed in the post.

On the third trading day, the stock showed already a similar pattern to Facebook after the IPO, with the banks supportiung now at 13,40 USD after the IPO price didn’t hold.

Rebalancing: Total Produce, Hornbach, Vetropack

Due to differences in performance and paid out , some of my core holdings dropped significantly below the 5% target thresholds, among others:

- Total Produce (~4.2%(
– Hornbach (~4.5%)
– Vetropack (4.16%)

For those 3 companies, I will add to a full 5% over the next days depending on volume.

DISCLAIMER

By the way, please do not forget that I might own or buy or sell the mentioned securities privatley and read the disclaimer.

Why is Michael Kors (KORS) so succesful ?

In this post I identified Michael Kors as a “Tier 2″ luxury stock with a really high valuation which might be an interesting stock to short based on my underlying thesis.

So justa few days later, Michael Kors reported a blow out performance, among oters:

Sales including licensing revenue rose 71 percent to $414.9 million in the first quarter ended June 30, driven by comparable-store sales and shops within department stores, the company said.

Retail net sales rose 76 percent to $215 million in the quarter, driven by a 37 percent increase in sales at stores open for at least a year, or comparable-store sales. The company opened 76 stores from the same period last year and operated 253 retail stores as of June 30.
First-quarter net income more than doubled to $68.6 million, or 34 cents a share, from $24.1 million, or 13 cents a year earlier.

First-quarter net income more than doubled to $68.6 million, or 34 cents a share, from $24.1 million, or 13 cents a year earlier.

So a doubling net income, 76% sales growth and a 37% yoy same store sales growth is really amazing if we look at how other upscale retailers do.

Interestingly enough, Michael Kors is not yet present in Asia, despite having the shares listed in Hongkong.

So the question is clear: Why is Michael Kors so successful (at the moment) ?

I guess one of the reasons is hs involvement in the US “Project Runway” designer casting show as a judge. However, the 10th series seems not to be too successful right now with viewers down 25%.

Kors’ Fashion is often described as the “Jet Set style”, whatever that means. His bio is not without bumps, for instance he went bankrupt in 1993 according to this article.

Michael Kor watches and jewelry are actually made by Fossil, which seems to have its own problems.

But still, why are they so successful ? I browsed around a little bit and among others I found statements

here:

What is the deal with the Michael Kors watch phenomenon? Everywhere I look there’s another small wrist encircled by an oversized gold Kors disc. Beauty PRs and fashion assistants absolutely love them, as do twenty-something city girls. “Girls that work in the city who want a Rolex. They might not know who Michael Kors is but they know they like shiny things,” tweeted @WhistlesPR in reply to my ‘who’s buying all the Kors watches’ tweet. “It’s chunky and looks expensive but it’s waaay cheaper than my dream Rolex! It has that magpie effect on everyone who clocks it,” confirmed @saraheangus.

With prices for Kors watches hovering around the £250 mark, they’re an easy entry-level accessory to buy into if you’re not in a position to spend £600+ on the bag or shoes. Clearly, plenty of people aren’t; according to the New York Times, sales of Kors watches went up 142% in the first quarter of this year. And good news for Mr Kors, his customers don’t just settle for one.

If one googles around, it seem to be really the relatively cheap watches which are extremely popular at the moment.

Balance sheet

Looking in the 2011/2012 annual report one can see that comparable sales growth per store have been 39% last year and even 48% the year before.

A quick check of the annual report showed nothing unusual in the accounts. Free cashflow generated is positive but relatively low due to large investments and the high growth rate. That’s normal. Also, goodwill is low and almost no financial debt.

Operating lease liabilities are around~ 560 mn and increasing due to the new stores.

Summary:

I am not sure why Michael Kors is so successful at the moment. This might be just a consumer fad which according to Jim Chanos might be a good short opportunity. On the other hand, the accounts look OK and currently in a “new normal” world, people pay up for growth.

So for the time being I will sit on the sideline and watch.

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