Category Archives: Anlage Philosophie

A few more thoughts on TNT Express – Implied probability of deal happening is only 19%

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Yesterday’s post was of course only a first step towards a potential “special situation” investment.

In order to decide if this is actually an interesting investment, one would need to come up with

A) some more considerations with regard to timing
B) at least a rough idea about intrinsic value

With regard to timing, I think it makes sense to look at Rhoen Klinikum, where there was a similar situation:

On April 26th, Fresenius offered 22,50 EUR per share from an “undisturbed” level of 14.76 EUR the day before. Then, when doubts came up, the stock went down to around 16 EUR before once again climbing to around 20 EUR, before then the deal fell apart. Interestingly, the current share price seems to have a floor at the previous undisturbed level.

For TNT Express, the truly “undisturbed” price the day before the offer was 6,34 EUR, so the current price is around 10% higher than that level.

Just as a side remark:

There were a couple of articles which said that there is now a 50/50 chance of the deal happening, like here.

However at current prices(6.95 EUR) we can relatively easily calculate the implied probability of the deal happening:

Undisturbed price: 6.34 EUR
Current prcie: 6.95 EUR
Offer price: 9,50 EUR

So the implied probabality of the deal happening can be calculated the following way:

(6.95-6.34) / (9.50-6.34) = 19.3%.

Anyone who thinks that there is really a 50/50 chance of the deal happening should buy now as the expected share price under this assumption should be 7.92 EUR (6.34 + (9.5-6.34)/2).

Going back to timing: What we haven’t seen here is a upmove of the stock like we have seen with Rhoen. So far we only saw the price going doen and the implied probability of the deal happening decreasing.

B) intrinsic value

This is somwhow difficult. The 9,50 EUR is a “private market” value, maybe including a premium for synergies.

TNT Express since its spin off has yet to prove that they can achieve margins like their competitors. Based on Q3 numbers, they are curently heading to something like 220 mn “operating income” or EBITDA for 2012 which equals an “operating margin” of only 3%.

UPS for example has an operating margin of 11.4%, FedEx of 7.8%. Deutsche Post has an ~9% EBIT Margin in the Express segment. So TNT has definitely some room to improve.

If we assume 8% operating margin, TNT would show ~600 mn EBITDA. Current EV is 3.5 bn, potential EV/EBITDA ~6.

This is much lower than UPS (10x EV/EBITDA) but higher than Fedex (4.9x). Deutsche Post is at 5 times EV/EBITDA.

So at current prices and assuming quite a turn around, TNT Express is not really cheap. So any investment would be a pure “Merger arbitrage” or “control premium” inevstment which might or not work out.

No action yet.

Edit: During writing this post, the share price jumped some 3.5% compared to yesterday, is this the first leg of the rebound ?…..

Spin off meets Merger Arbitrage: TNT Express (ISIN NL0009739424)

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TNT Express is the express parcel service spun off from PostNL in 2011. I have looked at the stock a couple of times as a spin off situation.

In February 2012, UPS announced it’s bid to buy TNT Express. In march they increased the bid to finally 9.50 EUR.

In the meantime it looks like that there is a lot of unexpected resistence from the European monopoly regulator.

The share now trades below 7 EUR, interestingly this is only a little higher than the “undisturbed” price in January/February which was between 6.10 -6.50 EUR. Since then, for instance Deutsche Post for gained some 15% from February, Österreichische Post even some 20%:

Since February, the correlation to the overall market is very very low, almost close to zero.

So basically, the market now does not believe at all in the takeover, as TNT Express is trading very close (or even below) to its “undisturbed” price. In the meantime they made some progress with regard to the merger, among others they sold their Airline which was one of the preconditions to get the deal approved.

All in all I am somehow “tempted” by this. It is a Spin-off situation which in itself is interesting. Additionally, the “option” that the UPS deal closes is only partially priced in. If the deal falls through, I think similar to Rhoen, there might be other groups interested in the business.

The risk is of course that some (very slow) hedge funds might sell if the deal finally falls thorugh but I assume that the 2.55 EUR difference to the bid price implies that most of the “Clever” merger arbitrage players are already out.

As a first summary, I will watch this and maybe start a 1% position in the next few days for my “special situation” bucket.

Bouygues Q3 update

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The Q3 numbers of Bouygues are a first test for my Bouygues investment case.

If I update my simple sum of part valuation, we can see the following:

Market values listed companies:

  16.11 initial
Colas 96.55% 3.56 3.34
Alstom 29.40% 2.42 2.47
Tf1 43.59% 0.667 0.58
       
Total listed   6.65 6.39

So the listed subs have slightly increased in value.

Now looking at the unlisted, I will simply assume 9 Month EBITDA will equal 75% of total EBITDA:

9 month EBITDA 12M est EV Multiple EV
Bouygues Constr. 432 576 7 4,032
Bouygues Real estate 117 156 7 1,092
Bouygues Telecom 802 1,069 6.5 6,951
 
        12,075

Compared to the 6 month numbers I used last time, Telco is slightly below 6M run rates, construction and real estate perfom better.

Both, listed and unlisted subsidiaries in theory look better than at the time of my initial analysis. Net debt has slightly increased to 5.8 bn form 5 bn, mainly due to a 2 bn purchase of mobile licenses in France.

Putting this together, the updated fair value of Bouygues equity at “sum of parts” would be 6,65 bn + 12.075 bn -5.8 bn = 10.9 bn or around 35 EUR per share. From my point of view I see no fundamental reason why the shares have dropped quite substantially. I guess this is more “market psychology” following the announcement of France Telecom to cut their dividend.

However the stock chart looks really ugly now, although I am not a stock chart expert, there doesn’t seem to be any “technical” support on the downside and momentum is clearly negative:

Fundamentally the company seems to be “on track” at least compared to my investment case. So I will use today’s low prices to “fill up” again the current 2.2% position to 2.5% weight, further purchases will follow if the stock goes below 17 EUR (and fundamentals remain stable).

Underrated special situation – Deep-discounted rights issues

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In many books which deal more or less explicitly with “special situation” investing, for instance Joel Greenblatt’s “You can be a stock market genius” or seth Klarman’s “Margin of safety”, many so-called “Corporate actions” are mentioned as interesting value investing opportunities.
Some of the most well know corporate actions which might yield good investment opportunities are:

– Spin offs
– tender offers /Mergers
– distressed / bankruptcy 

However one type of corporate action which is rarely mentioned are rights issues and especially “deeply discounted” rights issues.

Let us quickly look at how a rights issue is defined according to Wikipedia:

A rights issue is an issue of rights to buy additional securities in a company made to the company’s existing security holders. When the rights are for equity securities, such as shares, in a public company, it is a way to raise capital under a seasoned equity offering. Rights issues are sometimes carried out as a shelf offering. With the issued rights, existing security-holders have the privilege to buy a specified number of new securities from the firm at a specified price within a specified time.[1] In a public company, a rights issue is a form of public offering (different from most other types of public offering, where shares are issued to the general public).

So we can break this down into 2 separate steps:

1. Existing shareholders get a “Right” to buy new shares at a specific price
2. However the shareholders do not have to subscribe the new shares. Instead they can simply choose to not subscribe or sell the subscription rights

Before we move on, Let’s look to the two alternative ways to raise equity without rights issues:

A) Direct Sale of new shares without rights issues
This is usually possible only up to a certain amount of the total equity. In Germany for instance a company can issue max. 10% of new equity without being forced to give rights to existing shareholders. In any case this has to be approved by the AGM.

B) (Deferred) Issuance of new shares via a Convertible bond
Many companies prefer convertible bonds to direct issues. I don’t know why but I guess it is less a stigma than new equity although new equity is only created when the share price is at or above the exercise price at maturity. So for the issuing company, it is more a cash raising exercise than an equity raising exercise. Usually, the same limits apply to convertible debt than for straight equity.

So if a company needs more new equity, the only other feasible alternative is a rights issue. But even within rights issues, one can usually distinguish between 3 different kinds of rights issues depending on the issue price:

1) “Normal” rights issue with a relatively small discount
Usually, a company will issue the new shares at a discount to the old shares in order to “Motivate” existing shareholders to take up the offer. If they do not participate, their ownership interest will be diluted. Usually “better” companies try to use smaller discounts, high discount would signal some sort of distress

2) Atypical rights issue with a premium
This is something one sees sometimes especially with distressed companies, where a strategic buyer is already lined up but wants to avoid paying a larger take over premium to existing shareholders

3) Finally the “deeply” discounted rights issue

Often, if a company does not have a majority shareholder, the amount of required capital is relatively high and there is some urgency, then companies offer the new shares at a very large discount to the previous share price.

But exactly why are “deeply discounted” rights issues an interesting special situation ?

After all this theory, lets move to an example I have already covered in the blog, the January 2012 rights issue of Unicredit In this case:

– Unicredit did not have a controlling shareholder. One of the major shareholders, the Lybian SWF even was not able to transact at that time
– the amount to be raised was huge (7.5 bn EUR)
– it was urgent as regulators made a lot of pressure

As discussed, in the case of Unicredit, before the actual issuance at the time of communication the stock price was around 6.50 EUR, the theoretical price of the subscription right was around 3.10 EUR. However even before the subscription right was issued, the stock fell by 50 %. At the worst day, one day before the subscription rights were actually split off, the share fell (including the right) almost down to the exercise price without any additional news on the first day of subscription right trading.

But why did this happen ? In my opinion there is an easy answer: Forced selling

Many of the initial Unicredit Investors did not want to participate or did not have the money to participate in the rights issue. As the subscription right was quite valuable, a simple “non-exercise” was not the answer. As history shows, selling the subscription right in the trading period always leads to a discount even against the underlying shares, in this case some investors thought it is more clever to sell the shares before, including the subscription rights. Sow what we saw is a big wave of unwilling or unable investors which wanted to avoid subscribing and paying for new shares which created an interesting “forced selling” special situation.

Summary: In my opinion, deeply discounted rights issues can create interesting “special situation” investment opportunities. Similar to Spin offs, not every discounted rights issue is a great investment, but some situations can indeed be interesting. On top of this, those situations often are not really correlated to market movements and play out in a relatively short time frame.

Portfolio maintenance – autumn cleaning

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One of the things I tend to avoid is a regular review of all portfolio holdings. It is much more fun to look at new companies than to refresh the analysis on the existing companies. As I usually scale into a position slowly, I somtimes get distracted or disturbed by stock price movements or fundamental changes.

As a result, the number of position in the portfolio increases over time and in my opinion this makes it much harder to focus.

As November is a quite dull month anyway it might also be a good month to review the portfolio.

In a first step I will look “high level” at all positions and try to come up with a “conviction” level which has only three levels: HIGH, MEDIUM, LOW and a short descritpion why this is the case.

In a second step, I want to apply the following logic:

1. If I have “HIGH” conviction, then the position should be a “FULL” position or close to full (5%) unless there is a specific reason against this
2. IF I have “LOW” conviction, then I should sell or close the position
3. For “MEDIUM”, I will have to define at a later stage what will lead either to an upgrade or downgrade for the coming year

The following list is the result of this exercise:

I will therefore “upgrade” Installux, Dart Group and the IVG Convertible to “full” 5% positions. On the other hand I will sell Mapfre, Fortum, EVN and OMV and close the Kabel Deutschland Short.

For Rhoen, I will increase to 2.5%, as I am still in the “early” stage of the investment but so far it goes according to plan.

After this exercise, the portfolio will be around 90 net long, which is kind of the “Normal” allocation.

Maybe some additional comments to the “Energy sector” which I comletely exit after this exercise:

– my initieal “simple” investment case was the following: If energy prices rise, companies with large renewable/nuclear capacity will outomatically profit as well as Oil companies
– Finland and Austria are non-critical from a regulatory point of view

The first thesis obviously was not correct. Both, EVN’s and Fortum’s Earnings decreased from the 2010 level which was the basis of the analysis. Although their balance sheets are comparably stronger, stock prcie performance was only average against the non-PIIGS peers. In relative terms, the stocks are more expensive.

At the moment I just don’t really have an invetsment case for all three companies any more. They look kind of cheap but I do not have a clear view if they will earn their cost of capital going forward. The classical utiliyt business model has been somehow disrupted by alternative energy.

Maybe I invest into them at a later stage, but currently I just do not have any special insight why they should be superior investments.

Edit:

I already sold Fortum and OMV yesterday at October 30th prices as well as the increase in Rhoen Klinikum shares.

How to screw your clients – Deutsche Bank “Aktienanleihe” edition (WKN DX2UZZ)

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From time to time I use the blog to look at some “grey market” stuff, usually from obscure issuers with a very bad risk/return relationship. Examples were Prokon, WGF or Solar Millenium.

However, one should not forget that the established financial institutions are also “capable” to screw their clients over and over.

Let’s, for example, look at a currently marketed “Aktienanleihe” from Deutsch Bank with the WKN DX2UZZ.

The paper flyer comes with the slogan “Sichern Sie sich einen attraktiven Zinssatz” (meaning: secure your attractive yield right now) and a big 7% sticker.

On the second page you see “7 % interest p.a and repayment at 23.10.2012”. Then in fine print on the left side you see something like “In times of low interest rates, “Aktienanleihen” (direct translation “Stockbonds”) offer an interesting alternative with an attractive coupon but higher risk bla bla bla…”

So this is clearly a case where the bank tries to sell a quite risky investment based on a coupon which looks attractive on a nominal basis.

So let’s look at what this particular “investment” is about:

An “Aktienanleihe” is a structured bond which has the following features:

– you get a fixed coupon
– the repayment depends on the value of an underlying share
– in this case, the underlying share is interestingly the Deutsche Bank share itself
– if, at maturity, the share is below a certain level (here only a range is indicated from 60%-70%), you don’t get your money back, but you will receive the shares at the lower value

In sales speak this is sold as “Your coupon is secure plus you have a (30-40%) buffer before you loose money”.

Where is the problem ?

I do not know where the Deutsche Bank share price will be in one year’s time, but other than the Prokon and WGF securities, here the underlying is a traded security which means that the structured security can be modeled and valued.

Analytically, in a first step one has to slice the security into the funded part, a 1 year Deutsch bank unsecured senior bond and the “structure”.

We can easily find on Bloomberg the “fair price” for a 1 year Deutsche Bank Senior bond: Thats 0.65% for the Euribor plus 0.45% 1 year senior Deutsche spread. So a plain vanilla 1 year Deutsche Bond would yield 1,1%.

Now comes the tricky part: How to value the structure ? Without going into option pricing theory, I can tell you that the structure is basically the following “exotic option” of the following type:

“Short put with terminal knock-in feature”, meaning you, as buyer of the security are selling Deutsche Bank a put option on their own share.

Luckily, if you have a Bloomberg, you can very easily price this “beauty” with their standard option valuation tool. Please see the screenshot (i used 70%) :

What we see is that the standard valuation tool says you should receive 10% (of nominal) if you are selling such an option. Add on the 1.1% for the “plain vanilla” bond, then the “fair” value of the coupon would be 11.1% not 7%.

Why bother might some people say, 7% is better than 1% and the probability of the Deutsche Bank share going down so much is probably not so big. The problem is: Deutsch eBank takes out almost 40% of the “Fair value”. No one knows the probability, but there is a market for this kind of risk.

Deutsch Bank can easily hedge their part and directly pocket the 4% at the moment when they sell this “beauty” to the German retail investor. Although they have to share their “harvest” with the distribution partners.

For the “little investor” this is bad, because a large share of his “expected” return is taken out by the bank, which means simply on average he will loose money with this if he invests in such products.

I don’t even want to mention all the other issues like “asynchron information” if the issuer of the security is also the issuer of the underlying. There are a couple of more possibilities to screw the investor because off this.

Summary:

This Deutsche bank “security” in my opinion represents everything which is wrong with the financial system. The banks still try to sell complicated stuff to investors who don’t understand it and cut out fat fees in order to make sure the little guy looses over time.

In my opnion, the banks should have to disclose at least the “fair value” of such securiteis based on available standard models so that teh invetsor knows what amount Deutsche is earning upfront. The current disclosure would indicate that they only charge 1% addional issuing fee.

However I guess I will not see in my lifetime that banks will offer “fair products” to little investors unless they are forced too. Maybe the little guys do have to share the blame by being too greedy (or desperate), but Deutsche Bank knows exactly what they are doing.

Bouygues again: How deep does one have to dig into Telco, sell side analysts & comparable Eiffage SA

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So to conclude my “Bouygues week”, a final post about the company.

In my recent post about Bouygues, a commentator said if I can’t correctly project future profitability levels for the French mobile phone market, then investing into Bouygues is not a good idea.

As I call myself a fundamental investor, I have to admit that I do not have any extra knowledge about the french mobile market at the moment.

Read more

Publishing the Boss Score -Top 25 France

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Following the Top 25 Germany post, let’s look at the next big Euro stock market, France:

Top 25 France 10 Year Boss Score:

Top 25 France 5 Year Boss Score

Those lists are based on a sub set of ~ 400 french stocks.

The most fascinating aspect about the French market for me is the fact that French companies look much much cheaper than their German counterparts. Of course, both list contain some “deep value” stocks like Toupargel, where a “terminal decline” might be possible.

On the other hand, there are still enough cheap “quality” companies. For instance, if we include an additional criteria like Stock Price > 1.25x book value, we still get a nice list of cheap “higher quality” companies:

For me, France is currently one of the most interesting markets for Value investments. Despite the bad press, there are many interesting and cheap companies. It reminds me a little bit about Germany and German companies 10-15 years ago, when Germany had to suffer the “reunification hangover”.

Looking back it is hard to understand why German quality companies were so cheap. I think there is a good chance that France will do its homework. One shouldn’t forget that most of the tough reforms in Germany (Hartz 4, work flexibility etc.) were actiaslly implemented under a Socialist government.

Publishing the Boss Score – Top 25 Germany

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As announced in the last post, until I find a nicer solution for the whole file, I will publish selected lists.

As there are many German readers, I start with German stocks.

First the Top 25 German stocks based on the 10 year Boss Score:

and then the German Top 25 stocks based on the 5 year Boss Score

This is based on ~400 German stocks, so it is not a complete list.

Not surprisingly, a couple of stocks are in my Portfolio (Hornbach, AS Creation, Rhoen) or were in the portfolio at some point (Frosta, Einhell, Bijou). Interestingly, one can see that in the 10 year Top 25, there is a mixture of cyclical stocks (Salzgitter, Aurubis, H&R, Bauer), Holding Co’s (Indus, Gesco), port operators (Eurokai, Bremer Lagerhaus) and Nanocaps (Nucletron)

One of the stocks I really have to check out is Mühlbauer, I always considered it as a “neue Mark” stock but maybe it is worth a second look. Also I find interesting how well the expensive “quality stocks” like Sixt and Grenke are scoring.

From the 5 year list, I find IVU and Bechtle most interesting. Eurokai might be worth a second look as well.

All in all however, German stocks look relatively expensive in my model. Other countries like France yield a lot mmore interesting companies.

All tables will be posted on the Boss Score page.

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