Category Archives: Special Situations

Fraud, GM’s TARP WARRANTS

Fraud Study

Readers shared this

GOLD.… A lot of people dumped their life savings into this Genneva Scheme.  Quite a number of them are so pissed off with our (Malaysia) Central Bank that they’re planning to hold protests.

http://jeenhao.com/precious-metal-investment/genneva-gold-investment-scheme-legit-or-scam/

http://www.financetwitter.com/2012/10/genneva-gold-another-collapsing-ponzi-scam.html?utm_source=feedburner&utm_medium=feed&utm_campaign=Feed%3A+Financetwitter+%28FinanceTwitter%29

The Mad Max of Wall Street or Tony Elgindy http://en.wikipedia.org/wiki/Anthony_Elgindy at (Greed Alert) http://www.hulu.com/#!watch/166191. The video is a documentary on pump and dumps. There are lessons here.

If you expect help from the SEC, then guess again. A farce:Case Study in Ineptitude_SEC investigation into Madoff

 

TARP Warrants (Pabrai’s Third Qtr. 2012 Letter)

In the fall on 2008, in the wake of the greatest financial crisis in over three quarters of a century, the United States Congress approved and President Bush signed into law the Troubled Asset Relief Program. TARP allowed the US Treasury to invest $700 billion in “troubled assets”. Treasury Secretary Paulson used to program to inject equity into troubled banks.

In return for the much-needed equity infusion, the banks issued preferred stock to the US Treasury and supplemented them with warrants as an additional kicker. As warrants go, these TARP Warrants are highly unusual and heavily favor the investor (over the issuer).

Over the last few quarters, the US Treasury has been a seller of these warrants and many of them trade like stocks. In addition TARP-­like warrants were issued by the likes of AIG and General Motors as part of their bailouts. It is clear from reading the fine print on the TARP warrants that the documents were prepared by treasury staff. The institutions were pretty much told where to sign.

Take the example of the GM Class B Warrants. Besides the US Government, GM creditors got some of these warrants in lieu of their claims in bankruptcy court. A single GM Class B Warrant gives one the right to acquire one share of GM stock at a price of $18.33 anytime until July 10, 2019. In addition, the exercise price gets adjusted downward if there are dividends or stock splits. The dividend adjustment is an unusual feature and very much pro-­investor. These warrants were issued with a ten-­year life  which is also unusual.

GM stock (which Pabrai Funds owns) is presently changing hands at around $24.45/share. The Class B Warrants are also publicly traded and can be bought for about $9.40/warrant. The warrant is $6.12 in the money. If one has a view that GM is significantly undervalued, the warrant is likely to yield a higher return.

For example, if GM were to trade at $50, $75 or $100 in 2019, an investor in GM stock would end up with a gross return of 105%, 207% or 309%, respectively. An investor in the warrant would end up with a return of 137%, 503% and 770%, respectively. Once GM gets past $30, the warrant delivers a higher return. Of course, should GM languish below $29, holding the stock would be a better bet.

http://www.gm.com/company/investors/FAQs/Warrants.html

https://www.mlcguctrust.com/Page.aspx?Name=Home

Comments from csinvestor.org

GM is not a franchise nor a good business—no competitive advantages, high capital intensity, variable demand, and intense competition.  However, for those who seek cheap assets, you might study this.

GM has emerged from bankruptcy with $79 million less debt and about $47.2 billion of deferred tax assets before valuation allowances.  The market is unhappy with GM’s exposure (18% of sales) to Europe and thus prices GM at 5 or 6 times the 2013 earnings estimate, and at 2 times EV to EBITDA.  Last year GM reported sales of 150.3 billion, adjusted EBIT of $8.3 billion and $4.58 billion of diluted earnings per share of 1.8 billion fully diluted shares (conversion of the convertible preferred).

Grants (August 10, 2012, www.grantspub.com) estimates an enterprise value of $21.66 (try to figure this out by subtracting net operating losses, GM Financial, Chinese joint ventures, $28.6 billion in cash and the stake in Ally Financial. “Core” operating GM produces $12 billion in EBITDA so compare this to 3.5 times EV-to-EBITDA of Magna International and Delphi.

Those figures may be off, but these post bankruptcies may be interesting if priced for bad news.  Be aware that his is a mediocre business with a much better balance sheet and a tax sheltered income stream. 2 times EV to EBITDA may seem cheap but GM has huge maintenance capex needs and low return on assets based on its past historical performance—pre-bankruptcy.

See more here: GM_VL

 

Greenwald Videos (11-15)

More Greenwald Videos

File 11: http://www.yousendit.com/download/TEhVblFOOW50d0djZDhUQw

File 12: http://www.yousendit.com/download/TEhVblFEVEh0TW5Ld01UQw

File 13: http://www.yousendit.com/download/TEhVblFEVEhlaFJ3SGNUQw

File 14: http://www.yousendit.com/download/TEhVblFFQXBCMTQwTWRVag

File 15: http://www.yousendit.com/download/TEhVblFFQXBsUjlvZE1UQw

More videos

http://www.bengrahaminvesting.ca/Resources/videos.htm

Sign up for value investing news at www.santangelsreview.com

Value Vault

My recovery is a bit slow but I hope to have the Value Vault up again early next week. All those who emailed me for keys will receive them along with prior key holders.

Investor Presentations and Munger Mash

Munger

Everything Charlie Munger_A Compendium of Articles

Robotti:

He is a deep value investor in small caps.

VII_Aug2011_BobRobotti and Robotti-ValueInvestingCongress-100212

Ghazi:

VII_Oct2010_Ghazi and Ghazi-ValueInvestingCongress-100112  Learn more by downloading the annual reports (3 years) and proxies, study and try to value the company. THEN read his presentation. Do you agree/disagree? I bet less than 1 in 10,000 people would make the effort. While I bet some “investors” bought LAYN on their crackberries/IPhones after a few words by the speaker. You can do better. Make the effort and go the extra mile.

More

VII_May2011_LloydKhaner and Khaner-ValueInvestingCongress-100212

VII_March2007_BarryRosenstein and Rosenstein-ValueInvestingCongress-100112

VII_Feb2007_AlexRoepers and Roepers-ValueInvestingCongress-100212

VII_Dec2010_JeffUbben and Value Investing Congress presentation-Tilson-10-1-12

Bill-Ackman-Value-Investing-Congress-100112

Buckley-ValueInvestingCongress-100112

Gottfried-ValueInvestingCongress-100212  (obscure micro-caps)

Mauldin-ValueInvestingCongress-100112

McGuire-ValueInvestingCongress-100112

Tongue-ValueInvestingCongress-100212

VII_March2005_DavidEinhorn

Special Situation Videos: Lecture 1 & 2

I will be posting videos directly to the blog so as to avoid using the Value Vault. Keep the faith.  More to follow……….

Lecture 1 Greenblatt Columbia Lecture (2005_02_14).rm
Lecture 2: http://www.yousendit.com/download/TEhYa3ZORkVEbUp2Zk1UQw

Go to the search box and type in Videos or Greenblatt Videos and you will have fresh links. Alos use VALUE VAULT.

Sorry the links decay but now I have permanent links.

UPDATE: Cagle’s Liquidation Bankruptcy Docs. $3.25 to $3.69

Last mentioned back in June http://wp.me/p1PgpH-OV

Court documents for Cagle’s liquidation (Vote on Oct. 11th) Cagle’s Disclosure Statement [Plan as Exhibit]  See Exhibit B for Liquidation Analysis.

If the liquidation is approved, then shareholders who bought around $3.10 in June would net about 9% to 25% annual return depending upon how much is finally distributed. Not a home run but better than 0% to 0.05% interest rates.

Liquidation
Not including

1,242,462

Receivable due from Cagle Trusts $1,242,462

400,000

Allocated surplus from AgSouth Investment $ 400,000

100,000

Worker’s compensation excess refunds $ 100,000

278,284

Norfork Southern claim/cause of action $ 278,284

2,020,746

15,011,551

Proceeds for Equity Holders

4,616,202

Shares outstanding

$3.25

Per Share

$3.69

Possible

http://www.whopperinvestments.com/cagles-cagaq-update#more-1785

 

Analyst Position; More on the Fed’s QE3

Special Situation

Creating Value Through Corporate Restructuring Course-1 You should add this to the prior post. This syllabus should be read with the book by Gilson: Creating Value Through Corporate Restructuring. Really diligent students will buy and read the corresponding HBS case studies. Perhaps I will post those case studies in a few months.

Analyst Job Posting

I am posting this job opening for several reasons. First, you can apply. Secondly, this ad shows what a typical money management firm would be seeking. You can see that they do not want to train someone from the ground up. Thirdly, note the standard requirements: CFA, Finance Degree, prior work at a finance firm–but I will pay any reader to show a correlation and/or proof that those requirements lead to investment success. A better method to build a great team would be to look at the requirements of the job compared to the skills and characteristics of the candidates. The analyst must search (find), value and monitor investments or potential investments. The candidates would need to be independent thinkers, relentlessly curious, and able to analyze an industry/company.  The only way to improve on a market index is to be different from the index. “If you want to have a better performance than the crowd, you must do things differently from the crowd.”—SIR JOHN TEMPLETON

Again, I am amazed with the group-think on Wall Street. Everybody seems to want the same experience, background and training, but then how can one be different from the typical market participant?  Wouldn’t an investigative journalist be a potential candidate for digging into company reports rather than a CFA?  How about an entrepreneur who has started and run a company–wouldnt that person have different insights? The skepticism, curiosity, relentless digging and tying together disparate facts that an investigator thrives on would be my choice over a typical CFA candidate.  Wall Street is MBAed to death.

Therefore, do not be discouraged if you don’t fit INTO THE BOX. Send an example of your work on an industry and/or company. And if you don’t have a body of work, then start building one.  GOOD LUCK.

Analyst @ Conatus Capital Management LP (Greenwich, CT)

Full-time, work with senior investment team in sourcing , analyzing and monitoring equity investment opportunities. Perform detailed business and financial due diligence, including analyzing company opportunities, management and secular industry trends. Create detailed financial and operational models for current and potential portfolio companies to conduct intricate financial and valuation analyses.

Analyze M&A, equity and capital market transactions, restructuring and leverage recaps in companies with opportunities in North America, Europe & Asia using fundamental bottom-up operational modeling, accretion & dilution analysis and capital structuring modeling.

Requirements

Bachelor of Business Administration in Finance or related & three years experience as Junior or related role at investment management firm.  Also, requires following experience: three years with valuation analysis of companies operating in NA, Europe and Asia; Three years with bottom up operational modeling of companies; analyzing M&A valuation; analyzing debt and equity capital market transaction; analyzing and valuing companies in Global Tech and Alternative Energy (wind & Solar) sections; analyzing and valuing companies in Global Finance section

CFA Level 1 & 2. Contact: Elizabeth Urdan, Conatus Capital, 2 Greenwich Plaza 06830

Conatus Capital Management LP at Two Greenwich Plaza 4th Floor , Greenwich , CT , 06830 , United States    conatuscapital.com                          Phone: 1-203-485-5200

Description: Conatus Capital Management LP is an employee owned hedge fund sponsor. The firm primarily provides its services to pooled investments vehicles. It invests in public equity markets across the globe. The firm employs a combination of quantitative and qualitative analysis to make its investments. It uses internal research to make its investments. Conatus Capital Management LP was founded in 2007 and is based in Greenwich, Connecticut.

James Loy, Chief Technology Officer

Geoffrey Hamilton, Victor Ho, David Stemerman, Founder

More on the Fed

Robert Murphy on QE3:  http://youtu.be/PW9whTQenYM Buying a specific asset class (Mortgage backed securities) is an opening for massive corruption.

Money, Banking and the Fed http://youtu.be/iYZM58dulPE

Book and Special Situation Readings

RISK ON!

As investors, we deceive ourselves a thousand different ways, both small and large. We attribute gains to acumen when they are the product of luck, and we attribute losses to ill fortune when they are often the product of stupidity or inattention. We believe that the market remembers or cares about the price we paid for a stock, or that out stocks will go up when every other stock is going down. But most commonly in markets, we fall in love with a company that is unworthy of our affection.   –Leon Levy

Note: Worrying about macro issues or politics should not distract you as an investor. Our job is to protect and grow our capital.

Better to study quality companies like:BDX_VL and SWK_VL so you are prepared to pounce on the right price to meet your margin of safety.

Book on Corporate restructuring

Creating Value Through Corporate Restructuring – Stuart C. Gilson & Edward I. Altman    A good book on special situations through the eyes of a CFO.

Supplement: Creating Value Through Corporate Restructuring Course-1

Corporate Restructuring Course syllabus

Special Situations

Special Situation are typically viewed (by me) as asset conversion activities. Management is incentivized to unlock undermanaged or mispriced asset values.  The corporate event is what drives returns not necessarily the market in general. When quality companies are not on sale, I look here for opportunities.

Liquidations

Liquidation_Analysis-1

schloss_liquidations

American Corporations Worth More Dead than Alive 3 Parts by B Grahams

Stubs Final

Tender Offers

Special Situations and Tender Offers

Stock repurchase by tender offer

Tuck School Research on Tender Offers

Teledyne and a study of an excellent capital allocator_Tender Offers

Rights Offering

What is right about rights_Gabelli

Corporate_&_Securites_SA_06-08_Rights_Offerings_The_Time_is_Right

Rights Offering and Over-Subscriptions_Final

Special Situation Investing by Ben Graham

Workouts by Ben Graham from Intelligent Investor

Arbitrage

Arbitrage by Buffett_Research

To be proficient in special situation investing you have to look closely at management’s motivations and for uneconomic sellers. Practice and you will grind out decent returns (15% to 25%).

Learning hint: Take a particular technique of corporate restructuring like liquidation or tender offers and try to read as many case studies and articles about that subject as you can. Next develop search words that will help you find opportunities. A good place to view case studies is by looking through old blog posts at www.greenbackd.com.

Have a Great Weekend

Investing in the Unknown and Unknowable (Zeckhauser & Buffett’s Reinsurance Bets)

On the day when I left home to make my way in the world, my daddy took me to one side, “Son,” my daddy says to me, “I am sorry I am not able to bankroll you to a large start, but not having the necessary lettuce to get you rolling, instead I’m going to stake you to some very valuable advice. One of these days in your travels, a guy is going to show you a brand-new deck of cards on which the seal is not yet broken. Then this guy is going to offer to bet you that he can make the jack of spades jump out of this brand-new deck of cards and squirt cider in your ear. But, son, do not accept this bet, because as sure as you stand there, you are going to wind up with an ear full of cider.” –Sky Masterson

The Unknown and Unknowable

From David Ricardo making a fortune buying British government bonds on the eve of the Battle of Waterloo to Warren Buffett selling insurance to the California earthquake authority, the wisest investors have earned extraordinary returns by investing in the unknown and the unknowable (UU). But they have done so on a reasoned, sensible basis. The acronym UU refers to situation where both the identity of possible future states of the world as well as their probabilities are unknown and unknowable.

This article may take several readings but you will find that your investing can vastly improve if you understand how to distinguish risk from uncertainty. Click on link here: Investing_in_Unknown_and_Unknowable_Zeckhauser

An EXCELLENT article for advanced investors.

Zeckhauser’s Approach

(from Sanjay Bakshi) Let’s keep this idea – of seeking exposure to positive black swans in mind, and move on to Richard Zeckhauser whose famous essay “Investing in the Unknown and Unknowable”

(http://hvrd.me/b87ESq) is a must-read for all investors.

In this essay, Zeckhauser discusses a few critical things. Let me just list them out.

First, most investors can’t tell the difference between risk and uncertainty.

Risk, as you know from Buffett, is the probability of permanent loss of capital, while uncertainty is the sheer unpredictability of situations when the ranges of outcome are very wide. Take the example of oil prices. Oil has seen US$ 140 a barrel and US$ 40 a barrel in less than a decade. The value of an oil exploration company when oil is at US$ 140 is vastly higher than when it is at US$ 40. This is what we call as wide ranges of outcome.

In such situations, it’s foolish to use “scenario analysis” and come up with estimates like base case US$ 90, probability 60%, optimistic case US$ 140, probability 10%, and pessimistic case US$ 40, probability 30% and come up with weighted average price of US$ 80 and then estimate the value of the stock. That’s the functional equivalent of a man who drowns in a river that is, on an average, only 4 feet deep even though he’s 5 feet tall. He forgot that the range of depth is between 2 and 10 feet.

Let’s come back to what Zeckhauser says on this subject.

Most investors, according to Zeckhauser, whose training fits a world where states and probabilities are assumed to be known, have little idea how to deal with unknowable and treat as if risk is the same as uncertainty.  When they encounter uncertainty, they equate it with risk, and tend to steer clear. This often produces buying opportunities for thoughtful investors who shun risk but seek uncertainty on favourable terms.

Second, Zeckhauser states that historically, some types of unknowable situations – those that Taleb calls positive black swans – have been associated with very powerful investment returns and that there are systematic ways to think about such situations. And if these ways are followed, they can lead you to a path of extraordinary profitability.

One way to think of unknowable situations is to recognise the asymmetric payoffs they offer. The opportunity to multiply your money 10 or 100 times as often as you virtually lose all of it is a very attractive opportunity. So if you have a chance to multiply your money 10 or a 100 times, and that chance is offset by the chance that you can lose all of it in that particular commitment, is a good bet, provided you practice diversification, isn’t it? That’s the power of asymmetric payoffs. So, Zeckhauser’s idea of profiting from unknowable situations is akin to Taleb’s idea of getting exposure to positive black swans.

Third, there are individuals who have complementary skills – they bring something to the table you can’t bring. They get deals you can’t get. An example that comes to mind is the deal Warren Buffett got from Goldman Sachs when he bought the investment bank’s preferred stock on very favourable terms during the financial crisis of September 2008 – a US$ 5 billion investment in Goldman’s preferred stock and common stock warrants, with a 10% dividend yield on the preferred and an attractive conversion privilege on the warrants.

Essentially what Zeckhauser says is that there are people who can get amazing deals – that they have this ability to source these transactions. They have certain skills that allow them to attract such transactions to them – maybe they’ve got capital, contacts, or something in them which a typical investor does not have.  Zeckhauser advises that when the opportunity arises to make a “sidecar investment” alongside such people, you shouldn’t miss it.

For many Indians, sidecar investing can best by understood by remembering that famous scene in the movie “Sholay” in which one sees Veeru driving the mobike and Jai enjoying the free ride in a sidecar attached to the bike. That’s essentially the idea here. The investor is riding along in a sidecar pulled by a powerful motorcycle driven by a man who has complimentary skills. The more the investor is distinctively positioned to have confidence in the driver’s integrity and his motorcycle’s capabilities, says Zeckhauser, the more attractive is the investment. So how do you bring all this together?

Let me summarise.

We talked about Buffett’s idea on risk. We talked about Taleb’s ideas on uncertainty and the need to avoid negative black swans and the need to get exposure to positive black swans. We talked about Zeckhauser’s advice on uncertain and unknowable situations and how to profit from them.  Sure, as value investors, we want exposure to positive black swans. But we are not like private equity investors or venture capitalists. We are far more stingy and risk averse than those people. We want exposure to positive black swans on extremely favourable terms.

But what do we mean by “extremely favourable terms?” Well, that’s where Graham – our fourth role model comes in. Margin of Safety.

Nickels: The Perfect Investment with No Downside

For fans of Quirky Investments.

My oddest investment foray was trading cemetary plots.

From www.economicpolicyjournal.com

NICKELS 

Eventually, nickles, which are mostly made
of copper, will start to disappear from circulation,
as the copper price climbs. There is now approximately
4.8 cents worth of metal in a nickel. It was higher 
before the financial crisis: Close to 7 cents worth of metal. 
Buy nickels. There is no downside except storage costs
or hassle.



You need storage space and a dolly to move
them around, but a $100 box of nickels
(roughly the size of a very large brick) 
can be lifted without problem. You can
stack plenty of "bricks" on a hand truck.
What's great about this investment
 is that there is no downside. 

In the unlikely event that there is no inflation,
you can just spend your nickles. But you will
have to "order" your nickles from your bank. 
I tend to keep any one order (per bank) to around
$1,500 for both handling (lifting) purposes.

You can also buy brand shiny new nickels
from numismatic dealers for a small charge,
and obviously they don't ask any questions.
Nickels are a conservative investment
[If you have the space and the strong back]
with zero downside.  

The coins will eventually climb in value as
the government relentlessly debases the
currency to at least double their 5 cent  face
value price. The government has made it
illegal to melt coins down, but you will
never have to do anything close to that. 
When you need to liquidate, just sell them
to a numismatic dealer. Via the magic of
black markets, the value (with a good spread)
will track the metal value. 

You can monitor the value of the metal in
the nickels at the website, Coinflation.com.

 United States Circulating Coinage Intrinsic Value Table

This table does not reflect U.S. Mint production costs, but the pure base metal value that composes the coin. Calculations are based on coin weight, metal composition, and base metal prices. The “Metal % of Denomination” column represents the percentage of metal that comprises the denomination’s purchasing power. A coin that is over 100% in this category has more base metal value than purchasing power.

Table based on August 13, 2012 closing base metal prices:

Copper $3.3390/lb 0.0388 Zinc $0.8180/lb 0.0090 Nickel $6.9339/lb 0.0104
Description Denomination Metal Value Metal % of Denomination
1909-1982 Cent (95% copper) * $0.01 $0.0220285 220.28%
1946-2012 Nickel $0.05 $0.0467121 93.42%
1982-2012 Cent (97.5% zinc) * $0.01 $0.0048553 48.55%
1965-2012 Dime $0.10 $0.0181911 18.19%
1965-2012 Quarter $0.25 $0.0454797 18.19%
1971-2012 Half Dollar $0.50 $0.0909608 18.19%
1971-1978 Eisenhower Dollar $1.00 $0.1819226 18.19%
1979-1981, 1999 SBA Dollar $1.00 $0.0649716 6.49%
2000-2012 Sacagawea Dollar $1.00 $0.0569269 5.69%
2007-2012 Presidential Dollar $1.00 $0.0569269 5.69%

Vail Value Conference: Some Case Studies

After spending many years in Wall Street and after making and losing millions of dollars I want to tell you this: It never was my thinking that made the big money for me. It always was my sitting. Got that? My sitting tight!   –Jesse Livermore.

Many presentations found in this summary of the Vail Value Conference: http://contrarianedge.com/2012/08/01/thoughts-from-valuex-vail-2012-conference/

Several of the presentations are worth studying. See if you can analyze the companies below and then compare your conclusions with the presentations. Do you agree or disagree with the valuation. I included the Value-Line Tear Sheet as reference. You can download the financials of each company from their web-sites. Try the simplier businesses like PSUN or Staples.

Dream_Works-ValueXVail-2012-Barry-Pasikov  and DWA_VL

PSUN-ValueXVail-2012-Shane-Calhoun and PSUN_VL

Staples-ValueXVail-2012-Adrian-Mak and Staples_VL

SS_CNW-ValueXVail-2012-Dan-Amoss and CNW_VL

AMZN-ValueXVail-2012-Josh-Tarasoff and AMZN_VL

LINTA-ValueXVail-2012-Patrick-Brennan.