Category Archives: Capital Structure Arbitrage

Update Special Situations: Norma, Paypal & NEW: Delivery Hero (No action)

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Norma Buyback Tender:

The original write-up is from mid-June and can be found here. Plus a same day update here.

Looking at the share price development, I clearly got out too early from this one at around 18,85 EUR per share plus dividend:

Overall, I was clearly lucky with the timing of the entry. I closed the trade early because first, I could lock in my expected return and secondly, I was a little bit “off grid” and had limited ability to react during the trading period of the tender rights.

The main difference to my initial case was that the tender price had been further increased from 20,87 EUR to 22,35. Interestingly, for the remaining shareholders, this is not really positive as more cash went to selling shareholders.

I had checked a few times during the trading of the tender rights and they were trading relatively close to their intrinsic value.

What I find quite surprising is that at the time of writing, the stock is still trading pretty high above my  “undisturbed” value before the announcement. And how long it took to come down from the “inflated” tender price. I have to confess that I don’t fully understand this.

Paypal Stripe/Advent offer Special Sit:

Here clearly my expectation of a higher bid from Stripe/Advent did not materialize but they rather dropped their effort.

As mentioned in the comments of the original post, I directly sold after this became public as I have no opinion on the longer term development of Paypal. This is what I wrote back then:

However one more thing is important to mention: This is a special situation investment for me. So if for some reason, Stripe & Advent withdraw their bid, I will sell, no matter what. For a “Value investment” I still find Paypal too hard at this stage. 

Luckily for me, the stock did not drop down to the “undisturbed” price of ~45 USD. So I could get out with a relatively modest single digit loss in this case.

I have to admit that I was already feeling a little bit insecure after Stripe closed the OpenRouter acquisition for ~7,5 bn USD a few days earlier. Stripe is a great company but they don’t seem have an unlimited budget for M&A as a financial intermediary.

As in all of these cases, there is always the risk that a case doesn’t work out. In my opinion, the most important part here is to stick to the original plan (i.e. sell) and try to find out if I have made any “a priori mistakes”.

In this case, the only mistake was maybe not to reduce the position after the open router acquisition from Stripe.

For the future, any public take-over situations with Stripe need to trade at a wider discount to account for this episode.

Delivery Hero/Uber take over Special Sit

As mentioned in my weekly links post, the UBER/ Delivery Hero take over could be an interesting Merger “Arbitrage” Special Situation.

In a nutshell, Uber owns currently around 25% of DHR outright and has launched a take-over offer in late August at an offer price of 41,5 EUR.

Expected closing of the deal is in the second half of 2027 and the acceptance hurdle for this offer is only 51% which Uber seems to have in the bag already.

The main risk of the transaction is clearly a relatively complicated merger control and approval process in many countries and especially an intermediate step where part of DHER’s business needs to get carved out and sold to a Private Equity shop called SSW Partners.

At the current share price of 36,85 EUR/share, the “spread” to the 41,50 EUR offer is 12,6%.

This needs to compensate for:

  • a relative long time horizon (long stop November 2027)
  • a relative high premium to the undisturbed price (+100%)
  • and the aforementioned deal complexity

This is the stock chart from Delivery Hero which shows the significant bid premium:

All my 3 AI Tools (Claude, ChatGPT & Gemini) were recommending not to establish a position due the complexity of the deal (carve-out requirement) and the significant downside in a “no deal” scenario if the “cost of capital” is 10 to 15% p.a.

Personally, I think especially countries like UAE or Saudi Arabia could become more risky with regard to merger clearance when the war in Middle East continues to spread.

So in this case I actually follow the advice and sit on my hands. I will revisit this by end of October to see if it has become more attractive, either by a lower price or some fundamental improvements.

Interestingly, both ChatGPT and Claude offered to build an Excel spreadsheet. Here are some screenshots from ChatGPT which look very professional:

I didn’t check all the formulas, but it seems to be quite good.

In addition, ChatGPT also is checking now 2 times a day for updates.I guess Claude can do the same easily.

Although AI tools don’t change the Special Sit game completely, it clearly makes a more “equal playing field” as it reduces the effort to get into this.

The main risk that I see is that the motivation to actually read relevant documents goes down even more and that it is hard to see if the AI Agent makes mistakes or catches everything.

Metro take over – quick assesment

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After reading “Merger Masters” I decided to practice my new found knowledge a little bit and apply it to Metro. My long time readers know that I bought Metro as a spin-off and exited with a pretty painful loss.

The Czech billionaire Daniel Kretinsky, who became Metro shareholder a year ago, made a voluntary offer of 16 EUR per Metro common share and 13,80 EUR per pref share. Little is known how Kretinsky actually became a bilionaire, as he is now only 45 years old. Maybe it helped that he married the daughter of another Czech billionaire, Petr Keller. Some call him a Czech “oligarch”. Up until now, he mostly invested in the energy space, most notably buying coal assets in Germany.

 

Metro Management has already rejected the offer as too low, so the deal is clearly a “hostile” one.

From the Merger Masters book, I use the initial checklist to quickly assess the opportunity:

  1. What is the srpead ? What is the annualized return ?
    –> 0%, stock price trades at offer price at the time of writingm the pref share even above the offer price
  2. What are the regulatory issues/hurdles
    –> Most likely no big hurdles. Acquirer is not active in this industryy
  3. What are the conditions of the agreement
    –> unlcear. Unspecified “Minimum acceptance” level
  4. What is the strategic rational of the deal
    –> unclear. Buyer has no experience in retail. Most likely “opportunistic” and/or real estate driven
  5. What is the downside if the deal breaks ?
    –> – 10 to -15% (my estimate)

So based on this first assesment, the situation doesn’t look very interesting. For a hostile deal one should expect some sort of premium which doesn’t exist. The major issue is clearly that there is little information about the acquirer and his motives.

On the other side, the market seems to expect clearly a higher bid, otherwise the current price makes no sense. However I cannot think of any other bidder for Metro but maybe I am wrong.

So my assesment here is clear: At this price the risk/return profile for Metro is not worth it and I’ll pass.

P.S.: Does any reader know how the current legal situation is for German Prefs ? WIll an acquirer need to pay the same price as for the common shares

 

 

Special situation: Innogy Tendered Shares (IGYB) -(very) Cheap Optionality ?

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Background:
The guys from Paladin AM have outlined the Innogy case very nicely on their blog (in German): Intro & Update

I’ll try to summarize it in my own words:

Innogy, the renewable energy spin-off of RWE is in the process of being taken over by competitor E.ON. E.ON in 2018 had announced to purchase the 77% stake of RWE and has offered on a voluntary basis 36.74 EUR per share which, plus the upcoming dividend adds up to a total consideration of 38,14 EUR per share before tax. The closing of the transaction is subject to a relatively complex regulatory approval process which is already facing some delays. Most experts however think that the transaction will be ultimately approved.

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April SA – Potential buyout offer from CVC: Interesting Special Situation ?

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Disclaimer: This is not investment advice. Please do your own research. 

April SA is an “Old friend” on this blog. I owned the stock in the past and last time I looked at them when a rumour came up that the company is for sale in late October.

This is what I said back then:

April had shown actually pretty decent growth in Q3 and I actually considered buying some shares but maybe this is not so sustainable and the founder wants to sell before it is getting worse again ? Who knows…

My fundamental assessment of April is that they have a strong core business (French Broker) but have over extended themselves internationally and the founder, Bruno Rousset, who stepped down in 2014, does not have the energy anymore to turn this around himself.

Well, things have progressed. There had been a “beauty contest” with PE bidders and it looks now that PE shop CVC is highly interested in buying the stake of the founder and majority owner. This is from a piece of news released by April SA and  CVC end of December:

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Contingent Value Rights (CVRs) – The case of the Sanofi/Genzyme CVR

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As I was trying to research a little bit how to value a pipeline of drugs still in development (Actelion spin-off), I stumbled across the so-called “Contingent Value Rights” (CVRs) which are often used in Pharma takeovers.

A CVR is somehow similar to a tracking stock with the exception that the CVR often tracks a more specific item such as a single product or in case of many Pharma M&A transactions, the outcome of a certain drug development project.

Acquirers and sellers sometimes use this instrument if they cannot agree on the value of an under development drug. The idea behind is that the seller keeps the upside and the buyer doesn’t need to pay upfront for some very risky future cashflows.

Sanofi/Genzyme Lemtrada CVR

When Sanofi took over Gynzme in 2011 such a situation crystalized. This is from a 2015 NYT story:

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Actelion (CH0010532478) – Merger arbitrage with a potential Spin-off “Gold Nugget” ?

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Yesterday, Johnson and Johnson announced that they intend to acquire Actelion, the Swiss Biotech company for 280 USD per share.

The stock price jumped to around 272 CHF/USD right after the announcement indicating a relatively high probability of closing. J&J has enough money on their bank account and according to the press, most Actelion shareholders should be happy.

Closing date is targeted as June 30th. So if everything goes according to plan, this would mean ~2,9% yield for 5 months which is not bad but not that great either (as there are always risks) , so why bother ?

However there is an interesting specialty in this case which I didn’t see when I first looked into it. The official announcement contained this potential “golden nugget”:

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Exor SpA: Buying a Reinsurance company doesn’t mean that you’re the “next Bershire”

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Following my Old Mutual “sum of parts” valuation I saw the following Ira Sohn presentation of Exor Spa, the Agnelli family holding (FiatChysler, CNH etc.) as a potential  “Sum of part” value investment.

exor_logo_dec_2013

To summarize the presentation  in my own words:

  • Exor Spa is basically a “Berkshire like” company at a “Graham” valuation
  • Exor is managed by a “great capital allocator” and trades at a discount as people see it as an Italian company
  • After the acquisition of Reinsurance Partner Re Exor should trade at similar valuations as Berkshire or Markel
  • Big upside potential as FiatChrysler, Ferrari (and CNH) are severely undervalued (“Coiled springs”)

The study sees a potential upside of several times the current share price. They forecast a 150 EUR NAV per share (vs. ~50 EUR now and 30 EUR share prices), driven by a quadrupling in value of the FCA and the CNH stakes.

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Old Mutual Plc (ISIN GB00B77J0862): Buy one, get four ?

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In the blog I looked in the past at a couple of “sum of parts” situations (Alstom, Viel, CIR SpA but I never invested in one. Why ? Because if nothing happens, a perceived discount can remain for a long time. So for a sum-of-part investment, a “catalyst” has to be on the horizon.

Old Mutual

As many other Emerging Market exposed financial companies, Old Mutual did not create a lot of shareholder value over the last couple of years as the chart clearly shows, although they performed better than the overall index:

old.

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Dear David Einhorn: Why are your interns doing all the cost of capital estimates (Consol Energy) ?

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Just to be clear: I have nothing personally against David Einhorn. I am just wondering how he comes up with his underlying valuation assumptions these days.

I already had issues with funding cost assumptions at AerCap as well as his return assumptions for SunEdison.

Now I came across his latest pitch for Consol Energy this week. This is the slide which explains the value of the coal business:

Without going into the other details, the question here is of course: How the hell did he come up with a WACC (Weighted Average Cost of Capital) of 8,4% ?

The WACC is supposed to be the blended total cost of capital of a company, including both, debt and equity. For Consol Energy however the obvious problem is the following: Their bonds are trading at a level of 12-15% p.a. Even if we us an after-tax figure of maybe 8-10%, even the after-tax cost of debt is higher than the assumed WACC.

As the cost of equity has to be higher than senior debt (it is more risky), there is no way in ending up with a WACC of 8,4%. Maybe some of my readers can help me out if I am missing here something, but I am pretty sure that 8,4% is not the right number for Consol’s cost of capital. He uses the same WACC later for the shale gas part of the company, so it is certainly not a typo:

On his website he then explains how they (or his intern) came up with the WACC (slide “A-1”):

consol wacc

The real joke however is to be found a little bit below:

consol 2

Edit: Now that I know that it was meant as a joke it reads somehow different 😉

 

So he somehow believes that his WACC is actually conservative.

Let’s look at some “real world” data. This is the overview of Consol’s currently outstanding bonds:

consol bon ex

The average yield based on outstanding amount of Consol’s bonds is 14,5%, a full 11% (or 1.100 basis points) higher than in Einhorn’s calculation. As I have said above, the cost of equity has to be higher than the cost of debt as thee is no protection to the downside. So if we use Einhorn’s quity risk premium of around 6%, we would get cost of equity of around 20,5%.

Based on Einhorn’s weighting, we would get a WACC of (20,5%*0,75) + (15,5%*0,65*0,25)= 17,73%, roughly speaking double the charge that Einhorn uses. You might say this is conservative but in effect it is just realistic and based on current market prices.

Even at issuance, Consol’s cheapest bond had a 5,875% coupon, far above the assumed 3,5%, so it is not even a question of current market dislocation.

Either Einhorn assumes implicitly that cost of capital goes down dramatically or he has some “secret” that I don’t know. If I look at Einhorn’s last pitches, especially AerCap, SunEdison and Consol, there seems to be a common theme: He is always pitching capital-intensive companies with significant debt where he assumes pretty low cost of capital in order to show upside.

So what he seems to do these days is effectively betting on low funding costs which, at least for SunEdison and Consol didn’t work out at all.

In my opinion, this has nothing to do with value investing. Value investing requires to make really conservative assumptions to make sure that the downside is well protected as first priority. For those leveraged, capital-intensive businesses however, the risk that you will get seriously diluted as shareholder in those cases is significant, there is no margin of safety. On the other hand I somehow admire his Chupza. Standing in front of a lot of people who paid significant fees to hear the “Hedge Fund honchos” speak and pitching such a weak case with unrealistic assumptions is brave.

Of course a stock like Consol can always go up significantly after dropping -75% year to date, but the underlying analysis is really flawed. I would actually like to ask him if he really believes in those assumptions or if he just didn’t pay any attention to the details. This would be really interesting.

Maybe a final word on this: I am always criticising David Einhorn on his assumptions. Which is easy because he actually is very transparent about them. Many other Hedge Fund managers just tell nice stories. I am pretty sure that in many cases the assumptions behind those cases are not much better.

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