Wednesday, July 19, 2017 1 comments ++[ CLICK TO COMMENT ]++

Purchase: Cabela's (CAB) - Risk Arbitrage Position

Cabela's (CAB) is being bought out by Bass Pro Shops (private) in a cash deal and I took a position in Cabela's. Deal is expected to close by end of Q3. The spread is around 4% and my expected return (based on my probabilities and downside) is about 2%. Not that great but if the deal closes within 3 months, then return is ok.

This deal is a bit risky since it is a buyout of a retailer that has seen declining revenue and profits in the last few quarters. The whole retail industry is getting clobbered--the street blames Amazon and emergence of online retailing but I think the core problem is a likely decline in consumer spending (consumers have too much debt and have been living outside their means for a decade or more and we may be seeing an adjustment--and Cabela's is no exception. It has been so bad that the buyout price was revised down--goes to show the risk in these arbitrage situations; good thing I didn't take a position earlier--so things are definitely not good. Offsetting the poor performance is the fact that their business is somewhat unique (outdoor/hunting/etc) compared to most retailers. In any case, this is not a company that I would like to own if the deal fails.

Since the spread is so small, this deal is not worth it for you if your holdings are in a different currency and you don't hedge; or have a US$-denominated account. US$ has been weakening recently against C$ and currency fluctuations can wipe out any gains.

After purchasing the stock, I realized that I made a mistake with portfolio sizing (didn't realize some figures were in US$--I work with C$ and US$ and have to combine multiple accounts and it can be confusing--and came to the conclusion my position size is too big). I'm going to try unloading a portion of it if the price rises a little bit.

Purchase price (CAB): $59.25

Return Expectation

Takeover price: $61.50
Purchase price: $59.25


Probability of success (my estimate): 95%
Return on success: 4%
Probability of failure (my estimate): 5%
Return on failure (my estimate): -32% (assume it drops to $40 (sort of the low over the last 5 years--not absolute low)
  
Expected Return: 2.0%


Buffett's Four Key Questions 
 
(1) How likely is it that the promised event will indeed occur?  
Deal price was revised down on April 17 2017 from $65.50 to $61.50 due to poor earnings so I think deal will close.

 
(2) How long will your money be tied up? 
Companies expect deal to close by Q3 2017. The only delay risk I see has to do with Cabela's requirement to sell off its bank division (they have agreement with a bank but it needs to be completed).
 
 
(3) What chance is there that something still better will transpire - a competing takeover bid, for example?  
Low probability of anything better materializing. Cabela's is slightly better than other retailers (given its target market) but its business hasn't done too well recently so suitors likely to be limited.


 
(4) What will happen if the event does not take place because of anti-trust action, financing glitches, etc.?  
Trading at a really high P/E of 22. Will suffer maybe 30% loss if deal fails. Company revenue and income have declined in the last few quarters. In fact, the deal price was revised down due to its recent performance so things are definitely not good. However, this is a somewhat unique retailer (that caters to outdoor/hunting/country lifestyle) with less competition than other retail businesses.



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Saturday, July 15, 2017 0 comments ++[ CLICK TO COMMENT ]++

Bought: Monsanto (MON)

I bought Monsanto (MON) as a risk arbitrage position a few days ago. Potential return is pretty good if you believe the risk is low (spread of about 9%, my expected return of around 7.7%). Deal expected to close by end of this year (maybe worst case Q1 2018).

I find it really hard to invest in this environment. Everything just looks highly valued and there aren't too many areas that are beaten down or appears cheap. I have been researching some out-of-favour industries (like retail, radio broadcasting, oil & gas) but they are not good industries in the long run. I hope my impatience doesn't end up hurting me but I took a really large position in this deal.

I was researching the position for almost an year when the merger spread was much higher (18% as recently as January of 2017). In fact, it looked like an attractive position ever since Berkshire Hathaway took a small position late last year (likely as a risk arbitrage position but with spreads likely more than 20% at that time). However, I didn't take a position since I already had a position in the Syngenta (SYN) merger and this was highly correlated to that one (i.e. if regulators blocked that deal, chances are the Monsanto merger might have been blocked too).

The spread is largely due to regulatory risk as the companies are waiting for European and American regulators (others not expected to be an issue) to approve the deal. I also believe that the spread is a bit larger than what it should be because risk arbitrage funds can't fully participate in this deal (the size is way too big and given the blow-ups last year of some prominent funds, I suspect there is a shortage of capital).

Purchase price (MON): $116.64

Return Expectation

Takeover price: $128
Purchase price: $116.64

Probability of success (my estimate): 95%
Return on success: 10%
Probability of failure (my estimate): 5%
Return on failure (my estimate): -31% (assume it drops to $80 (P/E of 17 on 2017 consensus EPS of $4.70))
  
Expected Return: 7.7%




Buffett's Four Key Questions   
   
(1) How likely is it that the promised event will indeed occur?    
Given that regulators already approved the other two agricultural mega-mergers, Syngenta buyout and the Dow-Dupont merger, there is a very high likelihood of this deal closing. If the deal does run into problems, the companies have the option of divesting assets to satisfy regulators (although sometimes this causes the bidder to lower their buyout price). Furthermore, some analysts quoted in the press have suggested that there isn't that much overlap between the Monsanto and Bayer businesses so there shouldn't be as much concern regarding anti-competitive or monopoly power (I haven't done my own research so not sure how much the businesses overlap). There is additional risk this year from the Trump administration in USA which is more politically driven than past Obama or Bush administrations. The CEOs of both companies met the US president early this year and came out with positive views but Trump always flip-flops and gives a message to suit the audience so not sure how supportive the US presidency is for this deal (it results in a major American agricultural power disappearing and being run by Germans). 

   
(2) How long will your money be tied up?   
Companies expect deal to close by end of 2017. My worst case assumption is Q1 2018.  
   
   
(3) What chance is there that something still better will transpire - a competing takeover bid, for example?    
Monsanto went through prior takeover offers and has been rumoured to be under takeover discussions for several years. Unlikely any better deal will materialize.   
   
   
(4) What will happen if the event does not take place because of anti-trust action, financing glitches, etc.?    
I wouldn't mind owning this business if deal fails so I am taking a larger position than someone who doesn't care for the business would. Obviously there will be big short-term loss if the deal fails but the underlying business is very solid and I think it has a very large moat (but growth really low). Based on 2017 consensus EPS forecast ($4.70), Monsanto is trading at a P/E of 25. Given Monsanto's dominant position in the world and its intellectual property and history of continuous innovation, it has generally traded above a P/E of 20. Even if you assume the future is worse than the past--likely true given its size--I am assuming its long-term P/E is around 17 (versus S&P 500 long-term around 15). You are only looking at a short-term loss of around 30% if deal fails and the stock trades down to a P/E of 17.



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Sunday Spectacle CCXXIX

Central Bank Money Printing

Central banks generally increase assets by printing money and buying them, so the charts below are indicative of their money printing. Historically, increase in central bank balance sheet (i.e. increase in money printing and supply of money) has led to inflation in goods and services (this is offset by deflation or wealth destruction and a bunch of other factors). Recently most of the money printing has been used to buy financial assets--for instance, the JCB is a big owner of Japanese stocks--so it is not clear to me if the situation will be similar to the inflationary busts we have seen in the past. Beyond inflation, too much central bank asset purchases also distorts the market and crowds out the private sector--not a good thing from a capitalist point of view (private sector makes better capital allocation decisions than the government).

It's interesting how the main 3 developed country central banks have behaved over the last decade.


source: "Central Bank Cash Flood Swells Bond Danger" by Lisa Abramowicz, Bloomberg.com, June 2 2017



Not visible in the chart below but looking at the interactive chart in the Bloomberg article, we see...

(figures are rounded to nearest 0.1 trillion)

  • In June 2007, ECB assets were $1.6 trillion, JCB was $0.8 trillion and FedRes was $0.9 trillion.

  • As of March 2012, ECB had ramped up its assets to $4.0 trillion, while FedRes was at $2.9 trillion and JCB was $1.7 trillion.

  • By September 2014, FedRes assets had gone up significantly to $4.5 trillion, while ECB was $2.6 trillion and JCB was $2.5 trillion.

  • Interestingly, jumping to the present (May 2017), FedRes has not increased its asset base which is still around $4.5 trillion, while ECB has gone up to $4.7 trillion and JCB to $4.5 trillion.


The things that stand out to me are:
  • FedRes balance sheet was clean and had low "economic leverage" before the financial crisis. Relative to the size of the economy, FedRes has less assets than in Europe or Japan (do note that I'm being very simplistic here and there are many other things and operations undertaken by central banks which are unique to that region and won't be properly captured in these asset figures). Some people find the FedRes balance sheet alarming (because they look at how it was a decade or two ago) but it actually is the better one of the three above. If I'm not mistaken, the US Federal Reserve has also not intervened directly in the stock market and purchased stocks en masse like the JCB or Swiss Central Bank (not shown above)--this is a good thing for US corporations and the US economy (the less central bank involvement, the better IMO).
  • Once the FedRes hit around $4.5 trillion in 2014, it has stayed the same. In contrast, JCB has significantly ramped up its assets.
  • The ECB seems to tweak its assets more so than others. For instance, its assets were $4 trillion in 2012 but then dropped to $2.6T in 2014 and is now back up to $4.7T in 2017. I'm not sure if this is due to economic events (such as Greek crisis a few years ago) or for some political reason or something else. I also haven't looked to see if the changes are due to currency fluctuations (for example, Euro has declined against the US$ recently).
  • JCB assets seem really high compared to the size of the economy. Japan has always been a mystery and it's not really clear how it is going to play out.

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Sunday Spectacle CCXXVIII

Decline in American C Corporations
and
the Rise of Pass-through Entities

Catherine Mulbrandon from VisualizingEconomics.com always does good work on economics and business graphics and this is another great one on American corporations and tax collections. It clearly shows something that is not widely understood by the public at large. Namely, the number of American C corporations--these are the ones that pay corporate taxes*--have declined significantly in the last few decades. The number of pass-through entities--these are ones that don't pay corporate taxes but instead the owner is taxed directly*--has risen. The biggest impact from all this is the reduction in corporate double-taxation (which benefits owners of such companies) and the decline in taxes being collected from corporations (which hurts government/society**).

* I'm being very simplistic here and there is more complexity to the notion of how corporate taxes are paid
** This is only true if you believe government is not too big and tax revenues should not decline



source: "Number of corporations has dropped since the 1980s,"Visualizing Economics May 19 2017. Created by Catherine Mulbrandon at VisualizingEconomics.com.

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Tuesday, May 23, 2017 0 comments ++[ CLICK TO COMMENT ]++

Sold: Syngenta (SYT) -- Tender Offer Accepted

The Syngenta (SYT) buyout successfully closed about a week ago and ChemChina cashed out all shareholders that tendered the shares near the end of last week. If you haven't tendered your shares, you should do so immediately in the next round where they are accepting the shares; who knows how the untendered shares will be treated once the offer ends and you don't want to be in that situation (this is a Swiss company and is an ADR so squeeze-out rules may not be what a typical American or Canadian investor encounters).

Overall, I'm very satisfied with this deal. The returns weren't that great--about 10% from the initial October 2016 position and about 3.6% from the April 2017 position--and the deal got delayed by about a quarter for regulatory reasons but it was a low-risk position and turned out as I was anticipating. This is the kind of risk arbitrage position I would like to take on.

You learn a lot from deals like these. You don't get to see it reading this blog but I was starting to question myself because the spread was so large for so long. For such a publicly visible deal, it is easy to doubt yourself when the spread stays somewhat wide. The question, 'what does the smart money know that you don't' runs through your head a lot. In fact, I still can't figure out why the spread remained at about 3% even after the European regulators, who were the main gatekeepers, approved the deal. That's when I decided to significantly increase my stake (it almost seemed like a risk-free arbitrage at that point). I would have put more money into this deal at that point but it was a bit risky in terms of currency fluctuations (I only have a small portion in US$ and I don't hedge so even though 3% seemed almost risk-free, it could be wiped out by currency changes). Also, it would be in a taxable account so the benefit is diminished.

You also learn something about position sizing in deals like this. I was always thinking about increasing the stake but was a bit too scared. Then after the regulator approved, my confidence increased and I put as much money as I can into this (keeping in mind what I mentioned above: currency risk and tax impact). My portfolio isn't large like some of you but I had around 56% of my portfolio in Syngenta by the end.

I can never be sure but I think the spread remained large because this deal is too big for risk arbitrageurs. Professional risk arbitrageurs tend to have 20+ deals at the same time and don't take big positions unlike amateurs like me (a key reason for this is that you want risk arbitrage to be uncorrelated to the market and not so dependent on company specific risk). This is a massive deal and arbitrageurs likely didn't have enough capital to commit. Furthermore, there were some big blow-ups, including John Paulson's risk arbitrage funds, in 2016 due to big merger failures (particularly several big deals being blocked by regulators in the healthcare sector). I think this limited the capital availability and probably made them limit their exposure to individual deals.


Price sold: US$92.95
Total Return: 6.4% (annualized (estimate): 11% -- not meaningful)


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Sunday Spectacle CCXXVII

Real Estate Contribution to Canadian Provincial GDP




(source: "In Home Capital’s Mortgage Mess, Blame the ‘Unlucky’ Brokers" by Katia Dmitrieva, Bloomberg, May 23 2017)

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