Category: Value Investing

What I Would & Would Not Teach College Students About Finance

What I Would & Would Not Teach College Students About Finance

Most of Friday I spent as judge at the Global Investment Research Challenge for Washington, DC and Baltimore.? I really like working with students.? They are so earnest, and they work so hard.

Last year, the company was Under Armour, which was tough because it was a growth company.? Very difficult to value.? This year, the company was Marriott, which I think is even harder to value because of its asset-light strategy.?? Further, they have bought back so much stock that not only is the company’s tangible book value negative, but the unadjusted book value is negative too.

But for what it is worth, the students this year had similar views about the target company, and the range of target prices was small versus what I saw with Under Armour.

But when I listen to the students, I sometimes cringe, because I’ve studied statistics to a far higher degree.? Now, when I judge, I don’t take my views into account, because I know I am in the minority, and the students don’t know that they are getting bad methods for analysis.? Let them listen to their professors, who don’t have a clue as to how the economy really works, and express what they have learned.

But if I had control over what Finance students were taught, I would do the following:

1) I would reduce the math content for finance students and increase the qualitative understanding of markets.? No more MPT.

2) I would increase the level of understanding on how to relate with people, because that makes a big difference in negotiating trades.

3) I would want them to work in a simple business, like a hot-dog cart, or mowing lawns, so that they could begin to get an idea of how tough it is to earn a profit.? My best boss in my life grew up watching his parents’ delicatessen, and it shaped his view of how to make a profit.? I didn’t have that as a kid, but I did have two parents who pointed out to me that life wasn’t easy.? The profits of my Dad’s business were by no means certain, and evaporated in the early 80s.? My Mom reinvested much of my Dad’s earnings into her stock portfolio, far exceeding what most investors achieve, but with periods that would make you wonder.? I partly paid for some of my college education by encouraging my Mom to buy a company that she previously sold that several years later went private for a handsome price.

4) I would revise the concept of the cost of capital to make it credit-centric.? All the efforts to calculate the cost of equity capital from equity market correlations are bogus.? They don’t make any economic sense.? In most cases, the cost of equity should not exceed the yield on an average CCC bond.

5)? I would tell them that changes in inflation and real GDP don’t have as large of an impact on corporate profits as is commonly thought, both positively and negatively.? I would tell them to focus on the stock, and drop the complex model.? Few in the investment business work off a complex model, and if you need one, you can buy Value Line, which I like, which tries to use a single macroeconomic model for 1700 popular stocks.? (and I get the model for FREE, because my county library subscribes to the WHOLE ENCHILADA, and I can ride on their back.? Morningstar too.)? I’m generous with my insights, but I rarely pay for services, because I know that they can be obtained cheaply, most of the time.

Positively

I would teach students to think on a higher level.? Not this causes that, but this influences that, and a lot of other effects occur as a result.? This is similar to Howard Marks’ concept of “second level thinking.”

By the way, I would do the same thing for the SOA and CFA syllabuses.? Modern Portfolio Theory is garbage, and needs to be abandoned.? We understood the markets better prior to MPT,

I would teach students that markets are not neutral, and that there are people out there trying to deceive you.? I’ve had more than my share of charlatans that I have had to oppose.

In place of randomness, and statistics that imply randomness, I would teach about margin of safety, and tell them, “Do your hard work.? Analyze likely profitability.? Analyze free cash flow.? Analyze the likelihood that you are correct; make sure the price at which you are buying includes a significant margin of safety.”

I would tell them to analyze free cash flow.? Today, with the company Marriott, that was the only thing that mattered.? One team hit the nail on the head. The rest did not.? The team that hit the nail on the head is going to Toronto to compete in the North American competition.? Should they win, they go to the final round, I know not where.

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Anyway, that is a start.? As with Buffett, who always thinks of what is the best way to earn and compound earnings, it is far better to analyze successful businesses than to analyze what academics think about business.? After all, what, academic has created a successful business?? Few, if any.

Sorted Weekly Tweets

Sorted Weekly Tweets

Companies

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  • Cargill joins Wall Street banks as swap dealer http://t.co/vvamqbSPM0 Could b a good idea 4 any firm that does much commodities hedging $$ Feb 22, 2013
  • Office Depot To Buy OfficeMax? And Then There Were Two. http://t.co/VzkCs2aDWl 0 + 0 = -1 Combined company faces $AMZN undercutting them $$ Feb 21, 2013
  • U.S. Insurers Resist Push to Make Gun Owners Get Coverage http://t.co/8DvviX2jRU It hasn’t worked that way with cars; this is a good idea $$ Feb 21, 2013
  • $OMX & $ODP merge — market doesn’t like it, combined companies worth less than before the merger rumor emerged $$ http://t.co/sy41UOiY Feb 20, 2013
  • Buffett brand has more beans than Heinz http://t.co/9xdLHvic The investor has won every advantage in the deal, writes Alice Schroeder $$ Feb 19, 2013
  • Bondholders Dislike Uncertainty in Berkshire-Heinz Deal http://t.co/vRylO1uj Bondholders, Buffett *never* assumes acquired debt $$ #patsies Feb 19, 2013
  • Annaly Reversing Slump as Denahan Tries to Dodge Fed http://t.co/eFkOQMtc $NLY changes its character as Fed crowds them out of RMBS $$ Feb 19, 2013
  • The Pitfalls of Dividend Yield in the Oil Patch http://t.co/CsUPn6T3 The higher the dividend yield the less $$ 2 pour in2 exploration/growth Feb 19, 2013
  • Reader?s Digest Is Bankrupt; Iconic Magazine Falters http://t.co/NYzgyqSQ 2 much debt & competition from internet; private equity failure $$ Feb 18, 2013
  • Danone Stake Poses a Challenge for Heinz Investor Peltz http://t.co/P492n9ic Much harder 2 get changes in France than the US. Won’t work $$ Feb 18, 2013
  • US Airways Wins AMR as Horton Said to Wage Last CEO Push http://t.co/aqTIj0cD CEO job went 2 visionary who saw a way 2 create value $$ Feb 17, 2013
  • Amazon Sells Out Predator Drone Toy After Mocking Reviews http://t.co/14FOo6H1 Don’t like it keep quiet; mocking draws more attn & sales $$ Feb 17, 2013
  • What? Carl Icahn Just Thinks Selling Diet Shakes And Herbal Tea Is A Really Good Business http://t.co/tZAYwLRZ nuances of synthetic long $$ Feb 16, 2013
  • McGraw-Hill Credit Rating Cut by Moody?s After U.S. Sues S&P http://t.co/yV4DMich Less 2 this than some say; it’s just business, baby $$ Feb 16, 2013

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Rest of the World

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  • Waiting for a Crisis http://t.co/acZOK6tG Wishful thinking on this side of the Pacific, but China needs to reduce the size of government $$ Feb 20, 2013
  • Cyberwar With China Is Here, Like It or Not http://t.co/d0GYgZ5z Most systems can be compromised from inside by inviting someone 2 err $$ Feb 19, 2013
  • Spanish Debt Grows by Euro146 Billion, Largest Ever Recorded; Debt-to-GDP Highest Since 1910 http://t.co/gvPQntX6 Spain will leave EZone $$ Feb 19, 2013
  • G20 currency truce shortlived as Japan mulls foreign bond buys http://t.co/nMpGhREw Japan decided G20 meeting gave a free pass to devalue $$ Feb 19, 2013
  • China?s New Leader Needs Grip on Wacko Next Door http://t.co/lEMu4aqM Instead, trade Taiwan for North Korea. Interests become aligned $$ Feb 19, 2013
  • Saxo Bank CEO Says Euro Is Doomed as Currency Woes Resurface http://t.co/z3TekaAD CEO: “Right now we?re in one of those fake solutions” $$ Feb 18, 2013
  • Billionaire Miner Fights Rivals to Halt Digs on His Ranch http://t.co/GwwtJW78 Interesting Aussie mining claims law; u only own top meter $$ Feb 18, 2013
  • Mrs. Watanabe Dumping Australia Debt Signals Turn for Yen http://t.co/jzoAdZi7 JPY Retail FX speculators try to pick a top for the AUD $$ Feb 18, 2013
  • How China’s President Is Earning A Nobel Peace Prize http://t.co/ETDm3nU1 If true, many unlawfully detained in China may be freed $$ Feb 18, 2013
  • Ugliest Danish Banks Find No Buyers in Toxic Asset Trap http://t.co/r9pJyJbA 2 much leverage in system makes resolutions hard. Who can buy? Feb 18, 2013
  • BlackRock Sounds Covered Bond Collateral Alarm http://t.co/2x8TUlAd Weaker collateral & larger haircut did not work well 4 securitization $$ Feb 18, 2013
  • CDS Uncertainty Adds to Fear on Europe Bank Bonds http://t.co/iwe0OzAu Y don’t the protection buyers get paid by sellers? No auction poss $$ Feb 18, 2013
  • Hugo Ch?vez Returns to Venezuela http://t.co/7zjjeqPZ I wouldn’t get 2 excited; rare that he would fully recover after so many operations $$ Feb 18, 2013
  • Japan flirts with equity targets to drive a stake in the zombie economy http://t.co/nUqJzPXQ Targeting yields& equity prices doesn’t work $$ Feb 18, 2013
  • EU Economy and Horse Meat Scandal: Both Finishing last at the Gate – Germany to follow? http://t.co/bC79NXaW EZone Core falters, what2do? $$ Feb 18, 2013
  • Celebrating the end of the eurozone affair ignores the heart of the matter http://t.co/qH8dbJcl Problems reappear after victory declared $$ Feb 18, 2013
  • Group of 20 chiefs take stand on exchange-rate policies http://t.co/sCCweMmW Basically, nothing happened, everyone hopes it goes away $$ Feb 18, 2013
  • Hollande Tiptoes Toward Raid on Pensions With EU Pressure http://t.co/i8MZZnCS No way to make the budget balance; needs many, too little $$ Feb 17, 2013
  • Walking-Pace Trains Spur $17 Billion India Rail Revamp http://t.co/75U6s3Ch I don’t believe in the BRIC nations; all have huge problems $$ Feb 16, 2013
  • Auto Keiretsu Wracked by Antitrust Probes http://t.co/slQiOR5d Friendly collusion 4 the purpose of quality, or profit? Not allowed in US $$ Feb 16, 2013

 

Other

 

  • Cardinal Dolan Preps for Conclave Vote on New Pope http://t.co/R0ffQ9Q76J “Bring Peanut Butter” & other tips for traveling Cardinals. 😉 $$ Feb 21, 2013
  • Sewage Status Grows as Resource for Utilities to Skiers http://t.co/MCKboprN2P Amazing what we can do2 convert waste to power $$ Feb 21, 2013
  • Gasoline Pump Prices Soaring on Refinery Repairs, Oil Rally http://t.co/98E0NlHy Rising crude prices & refinery outages raise gas prices $$ Feb 20, 2013
  • Ironing Out the Wrinkles?The Complexities of Madeleine L?Engle http://t.co/ZeU5HKNn As a kid, I loved ML, opinion has always fallen since $$ Feb 19, 2013
  • Rotten Egg Gas Seen Offering Promise of Extending Life http://t.co/3GZYNK0f Hydrogen Sulfide – up to a limit we could all use more of it $$ Feb 19, 2013
  • What Doesn?t Kill Us Makes Us Stronger http://t.co/zB4cwRkY Small problems lead to product & service improvement & more robustness $$ Feb 18, 2013
  • Close Encounter by Asteroids Makes Case for Scrutiny http://t.co/LA5dyO7k We humans always fight the last war; remember the avian flu? $$ Feb 16, 2013

 

Credit Conditions

 

  • Junk Bond Froth Seeps into Emerging Markets http://t.co/mIq7e1qt I prefer emerging market gov’ts to corporate junk, they are run better $$ Feb 20, 2013
  • Bubbles and fraud: A smoking gun? http://t.co/BBbEsqGn Easy profits always brings out the worst in people; no wonder fraud increases then $$ Feb 20, 2013
  • The Indianapolis 500 of Corporate Bonds Yields http://t.co/EpblxrM0 The trend chaser are blowing out of credit; avoid 4 now, b cautious $$ Feb 19, 2013
  • Finra bond warning a real worrier http://t.co/E0Y5rI0x Dog bites man. Many have predicted long rates would rise & they haven’t (so far) $$ Feb 18, 2013
  • Debt Bubble Born of Easy Cash Prompts Swedish Rule Review http://t.co/BAuPbVVc $$ policy should not be used 2 stimulate; 2 much debt kills Feb 18, 2013
  • Super-prime?s invisible driver http://t.co/lrHsHjya Would u rather hold govt bonds or prime property? Which will lose less? @izakaminska $$ Feb 18, 2013

 

US Politics

 

  • Obama?s Deficit Commission Leaders Offer New Debt Plan http://t.co/SPlLstx0 50% cuts, 25% adjustments 2 Medicare, 25% close tax loopholes $$ Feb 19, 2013
  • How to Fix Too Big to Fail Without Taxpayer Bailouts: Rep. Campbell?s Plan http://t.co/7YGLejaK Plan is reasonable; receivership4BK banks $$ Feb 19, 2013
  • Pentagon Budget Stuck in Last Century as Warfare Changes http://t.co/1Qqn5sGP More smaller weapons, lower tech, fewer ppl, more skill&mobile Feb 19, 2013
  • All-the-Right-Skills Immigrants Ride US Hiring Wave: Economy http://t.co/YQ5wMqxB Note many in US have those skills & get screened out $$ Feb 19, 2013
  • Obama Golf With Woods in Florida Risks Muddling Message http://t.co/DPX5du27 Give Obama a break; he deserves a little fun too $$ Feb 19, 2013
  • Fiscal trouble ahead for most future retirees http://t.co/tEMoFpdy I predicted 20 yrs ago: Many Baby Boomers won’t b able 2 retire $$ Feb 18, 2013

 

Market Impact

 

  • Paulson Leads Funds to Bermuda Tax Dodge Aiding Billionaires http://t.co/KZINU1G9 After all that Paulson lost $$ rendering no tax savings Feb 19, 2013
  • Performance Tops Pedigree in Money Managers? Fortunes http://t.co/LUMTpchB Story of two $$ mgrs & how performance drove their stock prices. Feb 17, 2013
  • Upside: Why Most Value Investors Will Burn Out http://t.co/BMicKXex You have to be willing to look like an idiot & be patient 2b rewarded $$ Feb 16, 2013
  • Confidence on Upswing, Mergers Make Comeback http://t.co/lzg5cJ7y 2 early 2 say. Profit margins r2 high & interest rates 2 low; unstable $$ Feb 16, 2013

Wrong

  • Wrong: Let?s Downgrade S&P, Moody?s Ratings Oligopoly http://t.co/tbh1eBIH Writer does not understand the needs of regulators or bond buyers Feb 19, 2013
  • Wrong: Swelling US Labor Force Keeps Fed at Ease http://t.co/V6vKs01q Every statistic I c on labor force participation says otherwise $$ Feb 19, 2013

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Replies & Retweets

  • @TheStalwart Hey Joseph, thou hardest working guy on Wall Street, Congrats on your promotion at BI — it is well-deserved Feb 21, 2013
  • If I were long $HNZ now, I would sell; likely there is no better deal coming along, & upside is only 0.5% $$ http://t.co/TiCHLQm7GK Feb 20, 2013
  • “Johnson will report to 3G; they have all of the incentives to cut costs and recognize synergies?” ? David_Merkel http://t.co/38KbUtiq $$ Feb 19, 2013
  • SEC EDGAR seems to be down, at least the search function isn’t working… Feb 19, 2013
  • @TheStalwart pick a medium-nice suburb of Rome. I grew up in the county of Waukesha, WI, FWIW. Feb 19, 2013
  • “These aren’t bargains; buying them @ these prices assumes they grow rapidly for the next 5 years.” ? David_Merkel http://t.co/nq2fSMXe $$ Feb 19, 2013
  • ‘ @groditi Yes, reviewing it tonight. Agree about conviction; book’s only drawback is that if you get his emails, not much new $$ Feb 19, 2013
  • “When I analyze mutual funds, I look at active share and process — are they doing it right? Do?” ? David_Merkel http://t.co/uZ8g1Exi $$ Feb 19, 2013
  • Illegal, you used “US postal service” & “innovate” in the same sentence $$ RT @ReformedBroker: CAN THE US POSTAL SERVICE STILL INNOVATE? Feb 18, 2013

 

FWIW

 

  • My week on twitter: 34 retweets received, 3 new listings, 49 new followers, 39 mentions. Via: http://t.co/cPSEMLXpb8 Feb 21, 2013

 

Heinz Follow-up

Heinz Follow-up

I?ll keep trying until I get it right.? Aside from the terms of the warrants, most of the deal terms are known in terms of quantities, if not prices.? What I present benefits considerably from a comment I received.? Here it is:

Good analysis, though I think we know a bit more about how the debt portion will work than you imply. It appears to be very standard LBO mechanics: The sponsors (BRK and 3G) set up an acquisition vehicle, which drops down a shell subsidiary (Merger Sub), which, at closing, merges with Heinz, leaving Heinz behind as the surviving entity. This allows BRK and 3G to own and control the acquisition vehicle (referred to in the Merger Agreement as ?Parent?), which will be a passive holding company, and Heinz will be below it.

The new debt raised by WFC and JPM will be primarily at this holding company level, though presumably the bank loans and revolving loan will be fully secured by Heinz?s subsidiaries and their assets, while new high-yield notes would be unsecured. From the 8-K with the Merger Agreement:

?J.P. Morgan and Wells Fargo have committed to provide $14.1 billion of new debt financing for the transaction, consisting of $8.5 billion of USD senior secured term loan B-1 and B-2 facilities, $2.0 billion of Euro/ British Pounds senior secured term loan B-1 and B-2 facilities, a $1.5 billion senior secured revolving facility and a $2.1 billion second lien bridge loan facility. The obligation of J.P. Morgan and Wells Fargo to provide this debt financing is subject to a number of customary conditions, including, without limitation, execution and delivery of certain definitive documentation. The final termination date for the debt commitment is November 13, 2013. Additionally, Parent also intends to roll over certain of the Company?s current outstanding indebtedness that is not subject to acceleration upon a change of control and that either does not contain change of control repurchase obligations or where the holders do not elect to have such indebtedness repurchased in a change of control offer. ?

http://www.sec.gov/Archives/edgar/data/46640/000095010313001110/dp36304_8k.htm

Note that the reference to a bridge loan is common in these deals, but my expectation ? consistent with past practice ? is that while there is a committed bridge there is no actual intention to fund a bridge loan to the acquisition vehicle (Parent), and instead the idea is to market high-yield notes. But the committed bridge is there so BRK and 3G can close the acquisition, as in this agreement, consistent with market practice, there is no condition that the financing from the banks actually be in hand (a ?financing out?), and, according to the disclosure, the banks? conditions have been tied to the acquisition conditions ? there won?t (or shouldn?t be) be situations where they can refuse to fund but 3G and BRK are still obligated to close. You can see Section 7.13 of the Merger Agreement to see some of the obligations of Heinz to prepare financials and market the debt (very common in LBO deals). So I think we can fairly safely say that the new debt belongs to Heinz, not 3G and BRK. There won?t be any support from the investors.

Note also that the above is why I am unsure about your calculations above about the ?new debt? are slightly off ? though I could be wrong and I welcome any correction. At least some portion of the new debt will be used to simply refinance the old debt (see Section 7.13(b)(ix) of the Merger Agreement, which requires Heinz to obtain payoff letters of its existing bank debt), though some Heinz debt will roll. But this would still mean that new debt would be more in line with $14bn, not $7bn.

That said, maybe the best way to think of this would be a pro forma cap table for the acquired company, showing what the total debt of the acquired Heinz would be.

In that case I still think you come out with an even more leveraged picture than you have above, though I think all of your points about BRK?s upside remain. And it also highlights to me another benefit BRK got from this, which was 3G?s expertise in packaging and structuring this deal, which is designed as essentially a regular way LBO. The only unique aspect is the 50/50 common equity ownership of the acquired entity (though PE shops do ?club? sometimes) and BRK?s ?mezzanine? financing of preferred and warrants, though I?ve seen sponsors do ?sponsor loans? to fund acquisitions when they have extra cash and charge even more than 9%.

Final note on the warrants: It?s not clear that Berkshire would get control of the new entity even if they exercise the warrants. Buffett on CNBC repeated that 3G would have ?day-to-day control,? despite the 50/50 equity ownership. This tells me that 3G has been given operational control regardless of the equity stake in the joint venture/LLC Agreement, and we simply don?t know if the exercise of warrants even given Berkshire greater than 50% equity ownership would change that. It might, but it might not. It?s very common in real estate deals for one party to put up 70-90% of the equity but cede day-to-day control to a minority partner, who, after satisfaction of a hurdle rate, takes a big commission or even splits the economics 50/50 for ?finding and executing? a deal. Buffett undoubtedly has lots of experience in these kinds of structures and this one is tailored to this particular situation.

Hopefully these are helpful comments. I am a big fan of your blog.

PS — One correction to [what I said above]. I mistakenly said the bonds would likely be unsecured; given that the committed bridge loan is going to be second-lien secured, I?d expect the bonds to be second-lien secured bonds as well. This actually further supports the notion that this is a very leveraged transaction ? the bond market is ?hot? right now, so the idea that this deal needs secured bonds implies that the guys on JPM?s and WFC?s high yield desk already view this as a very leveraged deal.

I?m not sure how I could have missed that one filing at the SEC that listed the deal terms for debt.? As it is, I decided to sit down and calculate out what the balance sheet of Heinz might look like post-deal.? Here?s what it looks like as of the last 10Q:

Amount ($B)

Amount ($B)

Cash

???????????????? 1.01

ST Debt and LT Debt <1 yr

??????????????????? 0.92

Other Current Assets

???????????????? 2.89

Other Current Liabilities

??????????????????? 2.38

Long-term Debt

??????????????????? 4.12

Total property, plant and equipment, net

???????????????? 2.44

Other non-current liabilities

??????????????????? 1.55

?Intangibles & other noncurrent assets

???????????????? 5.57

Total Liabilities

??????????????????? 8.97

Common Equity (mostly)

??????????????????? 2.94

Total Assets

?????????????? 11.91

Total Liabilities & Common Equity

???????????????? 11.91

 

That leaves a tangible net worth of negative $2.63B.? Given that they are paying $23.4B or so for Heinz, that means Intangibles & other noncurrent assets will be $26.1B.? Now here?s what the balance sheet would look like if none of the existing debt is refinanced:

?Amount ($B)

?Amount ($B)

?Cash

???????????????? 7.93

?ST Debt and LT Debt <1 yr

??????????????????? 0.92

?Other Current Assets

???????????????? 2.89

?Other Current Liabilities

??????????????????? 2.38

Senior Secured Bank Loans

????? ???????????10.50

Senior Secured Revolver

??????????????????? 1.50

Second-lien bank bridge loan

??????????????????? 2.10

?Long-term Debt (mostly usec’d)

??????????????????? 4.12

?Other non-current liabilities

????? ??????????????1.55

?Total property, plant and equipment, net

???????????????? 2.44

?Total Liabilities

???????????????? 23.07

?Intangibles & other noncurrent assets

?????????????? 26.05

Preferred stock

??????????????????? 8.00

?Common Equity

??????????????????? 8.24

?Total Assets

?????????????? 39.31

?Total Liabilities & Common Equity

???????????????? 39.31

 

And here is what it looks like if the debt is refinanced in entire:

?Amount ($B)

?Amount ($B)

?Cash

???????????????? 2.89

?ST Debt and LT Debt <1 yr

?Other Current Assets

???????????????? 2.89

?Other Current Liabilities

??????????????????? 2.38

Senior Secured Bank Loans

???????????????? 10.50

Senior Secured Revolver

??????????????????? 1.50

Second-lien bank bridge loan

??????????????????? 2.10

?Long-term Debt (mostly usec’d)

?Other non-current liabilities

??????????????????? 1.55

?Total property, plant and equipment, net

???????????????? 2.44

?Total Liabilities

???????????????? 18.03

?Intangibles & other noncurrent assets

?????????????? 26.05

Preferred stock

??????????????????? 8.00

?Common Equity

??????????????????? 8.24

?Total Assets

?????????????? 34.27

?Total Liabilities & Common Equity

??????? ?????????34.27

 

In this latter scenario, I wonder what assets back the pledge for securing the bank debt.? There are not enough tangible assets to do so.? That said, I know that the real value of Heinz resides in its brands, not its tangible assets.

After the deal completes, Heinz will not produce a lot of profits for the common stockholders, because Buffett?s preferred stock and the additional debt will eat up most of the gross profits.? 3G will have an incentive to increase the gross profits as a result, or else their $4B investment will not be worth much.

This is an aggressive deal.? Much as I think Buffett got the better deal vs 3G, it is by no means certain that increasing profits at Heinz will be easy.? 10 years out, this will be a case study for many business schools.

Another Note on the Purchase of Heinz

Another Note on the Purchase of Heinz

I need to correct one thing that I wrote yesterday: 3G and Berkshire Hathaway each own 50% of Heinz, once the transaction is done.? I mistakenly thought that both sides were putting up equal amounts of capital, when they are only putting up equal amounts of common equity.

So when you look at the financing of the $23 billion purchase price for Heinz it should look like this:

Financing Amount
Common Equity 3G $4.0B
Common Equity BRK $4.0B
Warrants BRK $0.1B
Preferred Stock BRK $8.0B
New debt for HNZ (to be raised by JPM and WFC) $7.1B
Total Consideration $23.2B

The equity interest of BRK is equal to that of 3G, and if things go well with Heinz, whatever the form of the warrants are, Buffett can add to his equity interest by paying a fixed price.? We don’t know the terms of the warrants — how much stock it covers, what is the strike price, how long does it last, and any other provisions.? What we do know is that though Berkshire claims to be the passive investor here, it possesses the right to become the dominant investor economically, even if it does not take control as a result.? This is a major reason to reject the thesis that BRK is 3G’s banker.? Far better to say that 3G is Buffett’s highly paid servant.? They will do the dirty work, the grunt work, and Buffett will benefit more under most scenarios.

Also, Wells Fargo & JP Morgan will be raising the debt portion of this offering.? I see it looking something like this: an entity allied with Berkshire and 3G floats bonds and raises cash.? The cash goes to shareholders, along with the cash from BRK and 3G, paying off HNZ shareholders at $72.50/share.? The debt attaches to Heinz and not BRK or 3G.? Another way would be a bridge loan prior to the merger that gets paid off by a debt offering and special dividend after the merger.

This of course makes the bond market jumpy.? The long debt of Heinz has sold off, whereas the shorter debt has not.? Here is an example of one that is in-between.? The bond market fears a lot of long-dated issuance, and a possible downgrade to junk.? $7 Billion of new debt is a lot, when you only have $5 Billion of debt, and another $8 Billion of preferred stock coming.? That is a quadrupling of common stock leverage.

What we don’t know:

  • The exact mechanics of how the debt portion of the deal gets done.
  • The terms of the warrants.

Now think for a moment about this from the perspective of 3G: Heinz has $1B of net income.? Buffett gets $720 million of preferred stock dividends. New debt might absorb $200 million in interest after tax.? That leaves around $80 million of profits, half of which go to Berkshire, for your $4 billion outlay, a 1%/yr return.? But consider if active management raises income to $2B, profits become $1,080 million half of which go to Berkshire, and returns to you are 13.5%/yr, leaving aside dilution from BRK option exercise.

What I am trying to show is that the tables are skewed here in favor of Buffett, again.? He has set up a deal where his partner will be very motivated to cut costs, realize synergies, etc., because they don’t make much if they don’t, while he makes out fairly well under most scenarios:

  • Heinz does very well — BRK exercises warrants gets majority of economics and control
  • Heinz muddles — BRK receives preferred dividend, does well.
  • Heinz does badly — BRK receives preferred dividend, does well. Might have to write down equity stake.
  • Heinz does very badly — BRK preferred dividend halted, buys remainder of Heinz by converting his preferred stock to equity.? 3G loses it all.? Buffett brings in competent management for his now wholly-owned subsidiary.

It’s a lot easier for Buffett to win relative to 3G.? 3G needs strong demand to win.? Buffett doesn’t.

Final note: I am not that impressed with William Johnson, the present CEO — earning? a <4%/yr return on your stock over 15 years does not even double capital for those who were willing to hang on so long.

Yes, sales have grown, but what matters to corporations if profit, not volume.? On thing thing I learned in the insurance industry — it’s easy to get sales. What is hard is getting profitable sales.? Yet how many CEOs gain bonuses partially off of sales and other meaningless criteria — far better to use something like five-year increase in fully converted tangible book value per share.? It better measures how value has? grown for shareholders.

Other things to read:

Full disclosure: long BRK/B and WFC

A Note on the Purchase of Heinz

A Note on the Purchase of Heinz

I participate in an online group of Johns Hopkins students and Alumni, mainly discussing company analysis and valuation.? This is what I posted on the Heinz acquisition by 3G and Buffett:

There are two ways to look at this: like Buffett or like 3G. Let’s look at both:

(1) 3G will be the active partner. Their stake is equity only, and own 70%. They very well may have cost savings or product or marketing synergies. They are businessmen, not speculators. They will use Heinz to create a better & more global company.

(2) Buffett gets 30% of the equity for $4B, and $8B of preferred stock paying a 9% coupon. It doesn’t matter much where he places the equity in his holding company, but the preferred will go into some of the insurance companies, where it will be financed by cost-free float, require minuscule amounts of capital, and be taxed at preferential rates.

Over a long enough period of time (~20 years), the preferred pays for the whole deal, and any value of owning 30% of Heinz is gravy. (They sell gravy too.)

After the Burlington Northern acquisition, I wrote this post to justify the price paid: The Forever Fund. Regarding Heinz, ask the same questions — what would take to create a company like Heinz from scratch, i.e. replacement cost, including all of the regulatory hurdles.

Between Buffett and 3G, you likely have the financing and the savvy for a significant joint venture that will be mutually profitable. Nothing is a slam-dunk, but this looks good.

Full disclosure: long BRK/B

To sum this up: Buffett gets focused talent; he doesn’t have to concern himself with managing Heinz. He gets a stable asset that he can cheaply finance that will throw off a minimum of 6% on average (assuming 3G performs adequately; they have done better than adequate in the past).

3G gets patient capital.? They can take short and long-term steps to maximize the value of Heinz without a lot of interference or second guessing.? And if they do it very well, their upside is levered by Buffett’s preferred financing.

If they blow it… that’s another thing, but Buffett would hold the option of restructuring Heinz with a new partner, or finding talent to run it internally at BRK.? After all, it”s not like he doesn’t have the liquidity to do it.

Full disclosure: long BRK/B

Advice to Two Readers

Advice to Two Readers

I have great readers.? Two questions tonight on very different topics:

I’ve really enjoyed reading your blog ever since I came across it (via Simoleon Sense, I think?). I think your perspective as a bond manager is especially neat. When I was doing some research on Sears I?saw something odd in the most recent 10-Q and I was curious to see what you thought about it. It seems like the company sold $250M in bonds to its own pension plan back in 2010:

Senior Secured Notes

In October 2010, we sold $1 billion aggregate principal amount of senior secured notes (the ?Notes?), which bear interest at 6 5/8% per annum and mature on October 15, 2018. Concurrent with the closing of the sale of the Notes, the Company sold $250 million aggregate principal amount of Notes to the Company?s domestic pension plan in a private placement. The Notes are guaranteed by certain subsidiaries of the Company and are secured by a security interest in certain assets consisting primarily of domestic inventory and credit card receivables (the ?Collateral?). The lien that secures the Notes is junior in priority to the lien on such assets that secures obligations under the Domestic Credit Agreement, as well as certain other first priority lien obligations. The Company used the net proceeds of this offering to repay borrowings outstanding under a previous domestic credit agreement on the settlement date and to fund the working capital requirements of our retail businesses, capital expenditures and for general corporate purposes. The indenture under which the Notes were issued contains restrictive covenants that, among other things, (1) limit the ability of the Company and certain of its domestic subsidiaries to create liens and enter into sale and leaseback transactions and (2) limit the ability of the Company to consolidate with or merge into, or sell other than for cash or lease all or substantially all of its assets to, another person. The indenture also provides for certain events of default, which, if any were to occur, would permit or require the principal and accrued and unpaid interest on all the then outstanding notes to be due and payable immediately. Generally, the Company is required to offer to repurchase all outstanding Notes at a purchase price equal to 101% of the principal amount if the borrowing base (as calculated pursuant to the indenture) falls below the principal value of the notes plus any other indebtedness for borrowed money that is secured by liens on the Collateral for two consecutive quarters or upon the occurrence of certain change of control triggering events. The Company may call the Notes at a premium based on the ?Treasury Rate? as defined in the indenture, plus 50 basis points. On September 6, 2011, we completed our offer to exchange the Notes held by nonaffiliates for a new issue of substantially identical notes registered under the Securities Act of 1933, as amended.

I feel like that’s a bit odd, but I couldn’t find much about it either way. I assume you’ve pretty much seen it all with bond placement, so I figured you’d be a good person to ask – is that normal? Or is that something you see when a company has a hard time finding buyers for its debt? My gut says the latter since you’re basically jacking up your pension fund’s exposure to the company’s health and creating some agency issues, but maybe that’s just naivete on my part…

Anyway, love your blog, you’re putting something great out there (and not too many folks can say the same).

Aye, Miguel Barbosa, I know him.? We had dinner together in Chicago 1.5 years ago.? A great guy.

As for the odd Sears bonds, often companies with liquidity difficulties take the desperate step of issuing company securities to the pension plan.? You will note that most of the demand for the bonds came from external parties, and then they used that price to issue another $250 million to the pension plan.? To be perfectly above board, if I had been doing it, I would have done the deal for $1.25B, with a protected $250M order from the pension plan.? External investors should know the total size of the deal.

I’m not a pension actuary, but I do know that there are limits on what can be bought by pension plans of affiliated securities.? It is not considered to be a good practice — it is a form of leverage, and good companies don’t do it.? It would make me more skittish on Sears from a credit perspective.? Doing this is a red flag.

Aside from that, Eddie Lampert has harmed the interests of bondholders before, when he bought KMart.? Why should you be docile for someone who does not respect bondholders?

Here’s email #2:

I know you’re a big fan of RGA. How do you get comfortable with the tail risk potential from pandemics? What would downside be for the stock in the event of a pandemic?

I look forward to hearing your input.

That’s a good question.? In late 2004, I attended the Casualty Actuarial Society Annual Meeting in Montreal.? That was the first time I heard about H1N1, and the threat it might pose.? I owned for clients two pure-play life reinsurers at the time, RGA and (spit, spit) Scottish Re, so the potential problem concerned me.? After a lot of research, I held onto my reinsurers, here’s why:

Positives:

  • People are a lot healthier now than in 1918
  • We are better at screening visitors from areas where avian flu exists.
  • The 1918 virus was unusual in terms of its ability to spread to humans and its virulence
  • Fewer people sleep on the ground with the birds that they shepherd.
  • Chickens and pigs are usually more separated now than previously.
  • Also humans don’t have as much contact with pigs.? Confinement raising may be cruel to animals, but it protects human health, in addition to being economic.

Negatives

  • No one alive has any immunities to the avian flu.
  • Flu shots and Tamiflu are worthless with respect to the avian flu.? Don’t get vaccinated.? It is close to useless.? I have never gotten vaccinated.? They can’t predict what strains will be virulent six months in advance.

Now, nothing is impossible.? There is risk here, just as there is risk of large meteorites hitting earth every 100 years or so.? Those are risks I have to live with, unless I have special information, which I don’t.

More disasters don’t happen than do happen.? As Ecclesiastes 11:3-6 says:

If the clouds are full of rain, They empty themselves upon the earth;
And if a tree falls to the south or the north, In the place where the tree falls, there it shall lie.
He who observes the wind will not sow, And he who regards the clouds will not reap.

As you do not know what is the way of the wind, Or how the bones grow in the womb of her who is with child,
So you do not know the works of God who makes everything.

In the morning sow your seed, And in the evening do not withhold your hand; For you do not know which will prosper, Either this or that, Or whether both alike will be good.

Worrying about large disasters is fruitless.? Far better to try to be productive, than to try to time disasters.? Productivity is something we can control under ordinary circumstances.? Disasters are something we are subject to, and are very hard to avoid, so unless you are one of the favored ones with inside knowledge, aim to be productive? — it is the far better choice.

Full disclosure: Long RGA (double-weight)

Sorted Weekly Tweets

Sorted Weekly Tweets

Rest of the World

 

  • IMF: Canada could make case for more interest rate cuts http://t.co/Zd3zmMUH IMF peddles snake oil2Canada, lower rates would b a disaster $$ Feb 15, 2013
  • Why Venezuela’s Devaluation Is Biting http://t.co/LL54JRZ8 Corporations operating in Venezuela get hit b/c there is no good way 2 hedge $$ Feb 15, 2013
  • Soros Aide Wins Kudos for Japan Bets http://t.co/DoaYtYMJ Scott Bessent has his own investing ideas, freeing his boss 2 peddle bad ideas $$ Feb 15, 2013
  • Euro-Zone Economy Plunges http://t.co/JEQVfGep Eventually Germany is going to have to accept that debts they r owed must be written down $$ Feb 14, 2013
  • Tensions Mount as China Snatches Farms for Homes http://t.co/a8aIqqxR Only backward countries like China prohibit ownership of land $$ Feb 14, 2013
  • China’s Internet ‘Wall’ Hits Business http://t.co/Kh7zDD0E The Great Firewall of China hinders commerce. Also, harder to get VPNs now $$ Feb 14, 2013
  • No Shirakawa Eulogies as JGBs Look Beyond Weak BOJ http://t.co/9orwutaY The BOJ is still sterilizing, but they r buying long-dated JGBs $$ Feb 13, 2013
  • Japan Needs Weaker Yen; US Has No Right to Complain http://t.co/OG5tcNFS At least *someone* has2test resolve of US “Strong Dollar Policy” $$ Feb 13, 2013
  • Panasonic CEO Attacks Sprawl in Bid for Profit: Tech http://t.co/bfsbdZLO $PC is a tough turnaround, but maybe this guy could do it. $$ Feb 13, 2013
  • Irish Town Lives Up to Motto Amid Horse-Meat Scandal http://t.co/cMIQRtUd ?Be at the center,? is the motto of the Irish town of Ballybay. $$ Feb 13, 2013
  • G7 Nations Attempt to Avoid Currency War http://t.co/CJjCgjzr G-7 Roils Currency Markets With Split on Concern Over Yen http://t.co/xH2ro4tk Feb 13, 2013
  • The problems with Petrobras http://t.co/pgibXCf5 Rapid growth & large investment plans rarely work well; good growth is incremental $$ Feb 12, 2013
  • USD-JPY: False Start? http://t.co/kVWnFDH6 The Japanese r changing the currency game; the sterilization is gone. What central bank next? $$ Feb 12, 2013
  • Chinese Workers?in Greenland? – Businessweek http://t.co/nmzjpHaP China moves 2 monopolize rare earth metals, maybe, now mining Greenland $$ Feb 11, 2013
  • Canadian Mega Housing Bubble Part 2 – Impact on Canadian Economy http://t.co/WbS22E3Z On the bright side, Canadian Gov’t not overindebted $$ Feb 11, 2013
  • Canada is not immune of a global slowdown http://t.co/NDCdMHOY slower global economy -> slower increase in demand 4 crude oil $$ Feb 11, 2013
  • Chavez Risks Backlash as Venezuelan Deficit Prompts Devaluation http://t.co/V5RLwpMW Squanders well-being of nation for personal goals $$ Feb 09, 2013
  • An Insider’s Guide to Counterfeiting Wine – Businessweek http://t.co/SoVp0OrF 3 ways to counterfeit expensive wines & how to avoid them $$ Feb 09, 2013
  • Most Australian Wine Exports Ship in Giant Plastic Bladders http://t.co/jL1S9KLF ?We don?t ship glass around the world, we ship wine.? $$ Feb 09, 2013

US Politics

 

  • State Exchange Buildout Shifts Into High Gear http://t.co/mwSFxe9e When history deals w/what destroyed healthcare, will b a pic of Obama $$ Feb 15, 2013
  • James Bovard: Perform Criminal Background Checks at Your Peril http://t.co/y8kZYsq4 Another reason why most jobs aren’t advertised $$ Feb 15, 2013
  • A Chinese Hacker’s Identity Unmasked http://t.co/5BE5XgKe Details the means by which a significant Chinese hacker was exposed. $$ Feb 15, 2013
  • Republicans See Obama Second-Term Agenda as Dead in Water http://t.co/uR4sUMjI Worked in 2011-2012, will work in 2013-2014 $$ #justsayno Feb 14, 2013
  • Public Expenditures Austerity and SP500 addicted to QE http://t.co/TzTzL9VL We need to have a debate over whether QE helps real economy $$ Feb 14, 2013
  • How Not to Run a Pension http://t.co/MwNhzEdd John Mauldin on pensions mess we r in federal, state, & municipal. Blue states worst off $$ Feb 14, 2013
  • Central Banks Gone Wild: What Can Investors Do? http://t.co/wzL2xadd Gold, stocks, & the currency of the one that loosened last w/ a lag $$ Feb 13, 2013
  • Obama S&P Case Started When Toxic Debt Masqueraded as AAA http://t.co/V9umvcfN S&P shuld show how little $$ was lost on AAA securitized debt Feb 12, 2013
  • US Economy – Growth Still coming from Borrowing? http://t.co/MTRiKYNi Yes, a lot of current consumption stems from more consumer debt $$ Feb 12, 2013
  • Corn growers get two-thirds of record US crop insurance payout http://t.co/2D1wWc0E Farm lobby swilling @ trough, subsidies not needed $$ Feb 12, 2013
  • Central banking and bubbles: Scott Sumner is wrong | The Economist http://t.co/wDTZzEQ6 It’s not hard to measure total debt / GDP ratio $$ Feb 11, 2013
  • Biofuel Scandal Pushes Trading Firm Into Bankruptcy http://t.co/uETQyx0D firm accidentally sold $9 million worth of fake biofuel credits $$ Feb 11, 2013
  • Should the Fed pop bubbles by raising interest rates? http://t.co/IhKnbA80 Fed should avoid creating bubbles in the first place $$ Feb 11, 2013
  • Bipartisan Letter Seeks Answers on Open-Government Failures http://t.co/shFKY7PB Many people voted for change & got Bush-plus in return $$ Feb 09, 2013

 

Berkshire Hathaway & Heinz

 

  • Shopping Spree for Wall Street http://t.co/QNfGJ14E Premature I think. Yesterday was big4 M&A, but it could just b a fluke $$ $HNZ $AMR $LCC Feb 15, 2013
  • First Bud, Now Heinz, Brazilian Deal Maker Lemann Grabs Brands http://t.co/CxWLqjPH A glimpse at the guys *really* behind the $HNZ deal $$ Feb 15, 2013
  • Buffett?s Buffet: An All-American Meal at Warren?s Table http://t.co/WyjedMKb Can get a complete high-calorie meal at Warren’s restaurant $$ Feb 15, 2013
  • Three Billionaires Join Buffett for Heinz Deal http://t.co/avb4QtVb Meet real guys behind the $HNZ deal; Buffett is riding on their bus $$ Feb 14, 2013

 

Other

?

  • Pope?s Culture Club Masks Conclave Packed With Benedict?s Clones http://t.co/0cv1g1T0 1st article I’ve seen that gets it. No major change $$ Feb 15, 2013
  • Home Schooling & working from home has odd fun moments like my 16yo asking, “Why is the NE legislature unicameral?” http://t.co/CefD1i4p $$ Feb 13, 2013
  • Uncork the Nose’s Secret Powers http://t.co/jKTvg3Ki There is an element of “use it or lose it” 4 ability to smell as we age $$ Feb 13, 2013
  • LightSquared?s Ghost Raised in Fight Over Talking Cars http://t.co/CGuxCIvh Maybe the Defense Dept could free up some spectrum it hoards $$ Feb 12, 2013
  • The World’s Top 10 Most Innovative Companies in Finance http://t.co/pzqzRJUr Mostly credit/transaction facilitators, some risk mgmt $$ Feb 12, 2013
  • Skin in Which Game? http://t.co/UV18ORq0 If I was going into an intellectual fight, I would bring @EpicureanDeal w/me rather than @nntaleb Feb 11, 2013
  • Blizzard Dumps Snow in Northeast, Knocks Out Power http://t.co/nji84Ub0 My sympathies. Remember 3 years ago getting 2 of those in a row $$ Feb 09, 2013
  • Are Polar Bears Really Disappearing? http://t.co/5Epxg666 Probably not, population is bigger than in 1965, but small than in 1990 $$ Feb 09, 2013
  • A ‘Bucket List’ for Better Diversification http://t.co/XqjjhklO from @jasonzweigwsj | Good strategy, similar to the Permanent Portfolio Feb 09, 2013

?

Companies

?

  • Cisco Won’t Spend Money In The US Until The Tax Code Is Changed http://t.co/mbB7Dwk3 Logical outcome of poorly designed corp tax policy $$ Feb 15, 2013
  • Buffett does all he can to make his 13F hard to drag into Excel $$ $BRK.B Feb 15, 2013
  • As I go through 13F filings, it’s interesting to see industry concentrations. Some like retail, others financials, tech, energy etc $$ Feb 15, 2013
  • Dodge & Cox http://t.co/zJzIEISU Maybe it shouldn’t make me feel better when I see a manager I like owning shares that I do, but it does $$ Feb 14, 2013
  • P&G Finds a ?Goldmine? in Analytics http://t.co/y0mnK8kH All large consumer businesses will realize detailed consumer knowledge is key $$ Feb 13, 2013
  • $AAPL at Cheapest Since 2000 Signals Buy to Gamco, Thornburg http://t.co/rllHxys5 Not simple; Big companies need bigger markets 2 grow $$ Feb 13, 2013
  • $FLEX raises $1B as a junk grade company for 7 & 10 years @ 4 5/8% & 5% & raises financial flexibility http://t.co/hOuCNEP7 FD: + $FLEX Feb 13, 2013
  • Assurant Gains as Fannie Mae Force-Placed Plan Stalls http://t.co/ELDqXD5O $AIZ soldiers on, w/rate decreases, but with a strong business $$ Feb 13, 2013

 

Market Impact

 

  • We still have renters to thank for healthier housing market http://t.co/apBD0gHD Which means 2many properties r in the hands of investors $$ Feb 15, 2013
  • Do Junk Bonds Still Live in the Best of Both Worlds? http://t.co/j2w2docJ Demand 4 income is unabated, but there r limits 2 how low yields go Feb 14, 2013
  • SP500 Futures – Warning Signs Flashing RED? http://t.co/4gDyn3Ap Compendium of a lot of bearish reasoning, FWIW $$ Feb 13, 2013
  • Bridgewater Bets on Stocks as Cash Moves Into Market http://t.co/GZTePjCz Dalio bets on reflation amid central banks fanning the flames $$ Feb 12, 2013
  • How banks could get blown away by bond bubble http://t.co/xVpBFWmH A bond market in rebellion could deliver a lot of MTM losses 2 banks $$ Feb 12, 2013
  • The Fed?s tricky QE3 escape http://t.co/mcQadLoh There is no escape; when bond market turns on the Fed, vacuous policies will b exposed $$ Feb 12, 2013
  • US High Yield Bonds: $HYG Disconnect with $SPY http://t.co/r0t4DASq S&P 500 strong while junk is weakening. Could b toxic for stocks $$ Feb 12, 2013
  • To Drown in OIL http://t.co/xVJlIwZj Cushing inventories are at records, even w/the Seaway Pipeline pumping crude to Houston $$ Feb 12, 2013
  • SP500 Futures- More Warning Signs? http://t.co/Uc9LNqQB Too much bullishness, credit feeling soggy $$ $SPY Feb 12, 2013
  • Buyout-Boom Shakeout Seen Leaving One in Four to Starve http://t.co/wPcBuebk Always best to invest when capital is scarce, not in glut $$ Feb 12, 2013
  • How Should an Investor Decide Whether to Dump a Mutual Fund That Has Been Doing Poorly? http://t.co/9c7lY4yI 12 opinions, mostly indexing $$ Feb 12, 2013
  • Nasdaq Talked With Carlyle About Going Private: Sources http://t.co/LoFBgXH3 Cheap $$ looking 4a home; question boils down 2 price $NSDQ $CG Feb 12, 2013
  • Why These 4 Refinery Stocks Boast Bolting RS Lines http://t.co/jlb6luXS Will have to sell a refiner soon; momo crowd creating overshoot $$ Feb 12, 2013
  • Dell Defends Deal: ?Offers an Attractive and Immediate Premium’ http://t.co/xrSaBCRs Objectors wud b convincing if they bot aggressively $$ Feb 11, 2013
  • The Dell Deal Is a Steal That May Die http://t.co/sVQj7aoe What amuses me is that largest complainer has been selling even as low as $10 $$ Feb 09, 2013

?

Wrong

  • Wrong: Buffett Cash Targets General Mills to Grainger http://t.co/TybErutX Many do articles like this; none of them ever prove correct $$ Feb 15, 2013
  • Wrong: Congress Starts Examining Changes to Charitable Tax Break http://t.co/cLSOeDUU There r much better ways to raise taxes or simplify $$ Feb 14, 2013
  • Wrong: Plans to Expand Preschool Unveiled http://t.co/VWDcxkAE It is better educationally to have young children @ home most of the time $$ Feb 14, 2013
  • Wrong: Wall Street Fading as Emerging-Market Banks Gain Share http://t.co/NLoYMLNy Too soon, the EM banks r immature w/risk control $$ Feb 12, 2013
  • Wrong: Next Pope to Face Calls for Renewal After Benedict Resisted http://t.co/LNQ30x5Q American media does not understand the Vatican $$ Feb 12, 2013
  • Wrong: An Aging Population May Be What the World Needs http://t.co/RBjuVRce Economies do not work well when # of workers shrinks $$ Feb 11, 2013

?

Replies and Retweets

  • .@joshuademasi Come on in it’s around the back, just a half a mile from the railroad track. U can get anything u want @ Warren’s restaurant Feb 15, 2013
  • @michellemalkin For the most part, I don’t tweet to engage; I use it to inform. Used 2do news blog posts, now I tweet good stuff 2 read $$ Feb 15, 2013
  • @richriker EDGAR is free. There are some pay services that make it simpler to get 13F data, or other data filed w/the SEC Feb 15, 2013
  • ‘ @richriker Depends what you mean. They are all available at EDGAR http://t.co/PjUFyetg I have the pgs for 77 mgrs bookmarked $$ Feb 15, 2013
  • @Nonrelatedsense They did, as did Legg Mason, Third Avenue & others that thought value investing was “buy it cheap,” not safety Feb 14, 2013
  • @PlanMaestro Thanks, btw, I like your new logo — cool Feb 14, 2013
  • @researchpuzzler Thanks for showing that to me; I expect most actuaries will yawn at it; academics doing theory when current methods work $$ Feb 14, 2013
  • Shocking revelation RT @EddyElfenbein: “I?m aggressive and annoying” – Paul Krugman http://t.co/9r8z51ke Feb 13, 2013
  • Bank shills $$ RT @davidmwessel: All 12 Fed bank presidents write FSOC asking for tougher rules on money market funds. http://t.co/0XhI4WXs Feb 12, 2013
  • U know it RT @historysquared: “TREASURY SECRETARY NOMINEE LEW:Says He Will Maintain a Strong Dollar Policy if Confirmed.” – do they all lie? Feb 13, 2013
  • ‘ @GaelicTorus I’m only human. Herod forgot that. http://t.co/iixVdgAN I haven’t. Thanks for the praise, though. Feb 13, 2013
  • I just left a comment in “Warren Buffett turns his eye to annuities – MarketWatch” http://t.co/kz7S0yVP Feb 13, 2013
  • On the tweet two previous: long $AIZ . one of the best insurance companies I have known Feb 13, 2013
  • @JamesMarsh79 My view is inbetween. There r regularities, but w/a lot of noise around them Feb 12, 2013
  • Dalio is like Gross, he plans intermediate term but adjusts frequently $$ RT @jckhewitt: Whatever happened to that beautiful deleveraging? Feb 12, 2013
  • @MarshallFraser I don’t disagree w/crop ins., just the subsidy most of which makes it into the pockets of Big Ag & insurers, not familyfarms Feb 12, 2013
  • $JNK & $RUT diverge significantly, uh oh $$ RT @DougKass: One of the scariest charts extant http://t.co/WeLlmyhu (Hat tip Divine Ms M!) Feb 12, 2013
  • “I was skeptical of Apple, but I only mentioned it in tweets, so I can’t take much credit?” ? David_Merkel http://t.co/L6p8D5Ic $AAPL $$ Feb 12, 2013
  • @joshuademasi Also, that every tightening cycle over the last 30 years ending with something blowing up; Fed rides to the rescue 2 soon $$ Feb 11, 2013
  • @joshuademasi I know that, but the ultimate proof over the last 30 years was the massive accumulation of debts from their ez $$ policy Feb 11, 2013
  • @ScottGalupo Totally disagree. BBA has been needed 4 40 years, and would have limited damage done in the present crisis. Debt is the problem Feb 10, 2013
  • @zringer21 Responded — hope you like it. Feb 10, 2013
  • @jasonzweigwsj I really admire your views, as you may surmise from my comments. Here is my piece on the topic: http://t.co/yPpCBfOM $$ Feb 10, 2013
  • @jasonzweigwsj I have written about this: http://t.co/yPpCBfOM Few want to follow sound ideas. Problem: If everyone did this gold wud soar Feb 10, 2013
  • @cate_long I am conservative in most ways, but Peter Wallison makes me nervous; I don’t usually trust his reasoning. Not enough real thought Feb 09, 2013
  • RT @EmanuelDerman: The EMH was economic jiu-jitsu to turn weakness into strength. “I can’t figure out how things work, so I’ll make that … Feb 09, 2013

 

FWIW

  • My week on twitter: 48 retweets received, 2 new listings, 74 new followers, 58 mentions. Via: http://t.co/SPrAWil0 Feb 14, 2013

 

Questions from Readers

Questions from Readers

From a reader:

I have enjoyed reading your blog for the past few years. I started researching some insurance companies and went to some of your posts to help me get a better understanding of their financials. In one of your posts you talk about RGA trading below TBV and TBV ex AOCI. Why do you exclude AOCI from TBV?? Do insurance companies trade on ex AOCI multiples or regular BV and TBV multiples?

  • BV -> Book Value
  • TBV -> Tangible Book Value
  • RGA -> One great life reinsurer, Reinusurance Group of America.
  • AOCI -> Accumulated Other Comprehensive Income

We typically exclude AOCI from book value, because AOCI stems from one time events, or things that may revert.? That said, insurance stocks they tend to react to book value prior to any adjustments.? Maybe the answer is this: unless we think the AOCI should revert, the AOCI should be credited to the value of the firm, though ignored by its operating income.

In this low interest rate environment, many bonds trade above the prices at which they were purchased.? Unrealized Capital Gains are usually one of the biggest items in AOCI.? Sadly, only the asset values rise when rates fall, because liabilities aren’t publicly traded, and as such have no price to mark to market.? With life companies, because of the longer tail of obligations, and the capitalizing of deferred acquisition costs (DAC, which is a discounted measure) the unrealized capital gains are applied to reduce the DAC.? DAC, though intangible, is a hard intangible, because there are are cash flows behind it, and if those cash flows are insufficient to repay the DAC asset, the asset gets written down.

Most insurance analysts as a result exclude AOCI from book value for valuation purposes; they think it will disappear when rates rise.? Now that said, I have read research that indicates that insurance stocks track unadjusted book value more than BV less AOCI.? If true, I think that works better for short-tail insurers, because discounting of liabilities does not have so much impact.

I look at it all and kind of shrug.? After that, I do some digging to analyze whether some components of AOCI might be more permanent than otherwise considered.

Insurance stocks mostly trade in line with their book value.? I have been around long enough to see the average multiple move in the range of 0.5x to 2.0x.? Be aware of where we are in the range, and whether pricing power is rising of falling.

From another reader:

I stumbled upon your blog post regarding generating ideas. I too use google alerts to fill the inbox. Unfortunately, I have been unhappy with the results so far. I have attached my alerts (with some culling of personal ones), which can be generated from the bottom of the manage alerts page.?

?I was hoping that you would do likewise and send me your fruitful query strings.?

It would be greatly appreciated.

My Googlebots use the following phrases:

 

  • CEO resigned
  • CEO “Steps down”
  • CEO fired

Now, creating good Googlebots takes time and effort, trial and error.? I typically create them for a specific task, and when that task is complete, I retire them.? My biggest success with Googlebots occurred in 2005, when they detected the peak in the housing market.? I had about 10 Googlebots working to pick up market chatter.? In October 2005, they went through a dramatic change, where the chatter was confused, and the speed of the closing for housing sales dropped dramatically. ?After that, the chatter was subdued.? I posted my result at RealMoney?s Columnist Conversation sometime in October, and told my boss that though credit conditions were still loose, the wind was now at our back on housing prices.? We were ?too early? bears on housing, and I was the one skeptic in the shop on the timing of that.

That’s all for now.

The Education of a Mortgage Bond Manager, Part X (The End)

The Education of a Mortgage Bond Manager, Part X (The End)

Personally, I did not have an outline when I began this series.? If I had decided to create a “story arc” it would ended with part six, which led to my becoming the corporate bond manager, but I will end this series on a different note, and with different lessons.

1)? After the merger, post 9/11, we decided on heresy.? We were going to sell a large amount of the CMBS I had acquired? over the prior three years for a large capital gain, and redeploy it into the bonds of hotels, airline EETCs, and every other area negatively affected by 9/11.? We did a huge down in credit trade.? Some of the tale is told here.

As far as mortgage bonds went, the sale was a stunning success.? The execution levels for the sales were great, and what we reinvested in were areas of the market that were dramatically oversold.? What could be better?? (A client who knew how use the results would be better.)

2) One day in 2000, the client came to me and said, “We’d like to do a bond indexed annuity.”? After reviewing product design, which allowed holders a one time option to increase their rate over the term of the annuity, and doing a little bit of game theory work, I said, “Here’s the good news: given what we know about policyholder behavior and what we know about bonds, this is a cinch to hedge.”? As I explained the dynamics to them they realized the risks were minimal, and they decided to proceed ahead.? Sadly, the product was not attractive enough, and it was killed.? Equity products got attention in that era, not income products.

3) In 2002, when I was a corporate bond manager, I had to do what a mortgage bond manager does on occasion: read thick prospectuses.? Bear markets in credit often offer the most interesting deals — as an example, the Prudential “C” bonds.? In this case I had to read through the prospectus of a Dominion subsidiary that had an Enron-like financing structure post-Enron.? If Dominion’s credit was downgraded, and its stock traded below a certain level for a certain number of days, the bonds would have to be redeemed at par-plus through an issuance of preferred stock.

We became one of the larger holders of those bonds. Enron-like structures are good for bondholders if they are a small part of the capital structure.? They are bad if they are big, because you can’t protect everything.

We bought the bonds at a significant discount to par for a 3-year bond.? Our research showed that Dominion the parent company was on the hook.? The larger holders negotiated (we were in the top 10), and eventually the bonds were tendered for a 10%+ gain, plus 7% of carry over the less than one year period.? I ended up sharing the the experience in real time with Cramer, who wrote a post about it in the midst of the furor.? Yes, bond markets can affect stock markets, and vice-versa.

4) There was a large debate in that era over what to do about Qwest / US West.? Amid corporate troubles, there was one easy play — buy long-dated US West bonds.? We all agreed on that.? But should we own Qwest bonds?? That was harder.

But then one day, because of our high yield contacts, we came into contact with the offering documents of a Qwest subsidiary, which had done badly.? It was a private placement, so when we inquired about it they asked for our documents, and we faxed a copy to them, though we had not been on the original deal (good thing).

As it was the debt was trading at under 50 cents on the dollar.? As I read through the prospectus, I realized that the debt was guaranteed by Qwest.? Given the short term of the debt, it made sense to trade our lower yielding Qwest positions for it.

And what did we do?? Nothing.? What happened to the debt two years later?? It was paid off at par.? To misphrase Mr T., “I hate it when a plan doesn’t come together!” (I am certain that comment dates me.)

5) (the end of the end) While I was the less-restricted manager of bond assets, both corporate and mortgage, for my client, I would sometimes meet with my former boss for lunch.? I would tell him what I was doing, and he would say, “Don’t you realize the risks you are taking?”? I would tell him, “Yes, but I have to evaluate risk and return relative to the other risks and returns available elsewhere in the market.? You have to pick the best of them.”

One thing I do know, I was far more willing to accept bond market risk than my boss, who had a strong teaching in the 90s, prior to hiring me, a neophyte.

There are two odd things here: why should an actuary turned bond manager take risk to make money amid panic?? Because he learned to be contrarian — this is something that must be experienced in order to teach it.? Second, why should I do far better than the guy who taught me?? I was more willing to take risk when it seemed to be rewarded.? Don’t get me wrong, when spreads and yields are narrow, I am not there.? I don’t take uncompensated risks.

There is wisdom in trying to understand the credit cycle.? It is one of the few constants in terms of economics.? If you follow credit, you will understand the economy in the short run.? If you follow the credit cycle, you will invest better than most.

Berkshire Hathaway & Variable Annuities

Berkshire Hathaway & Variable Annuities

Sometimes I miss stuff in the news… last week Berkshire Hathaway reinsured the remainder of the variable annuity business that Cigna reinsured in the 1990s.? Four articles:

It was the last that attracted my attention, and led me to the rest of the articles cited.? To that article I commented:

This is very similar to the reinsurance deals that Buffett has done regarding asbestos.? Long-tail, upfront premium, with capped downside to Buffett.? He can invest the $2.2B of proceeds as he likes, and make additional money.? My guess is this leads to a profit of $500 million or so for Berkshire, plus any incremental from reinvestment of the $2.2B.

CIGNA was the patsy of the poker game of variable annuity reinsurance in the ’90s — this ends that ugly performance.??

Full disclosure: long BRK.B

In the past, CIGNA gave disclosures on its variable annuity liabilities.? From the most recent 10-K (pages 58-59):

Future policy benefits ? Guaranteed minimum death benefits (?GMDB? also known as ?VADBe?)

These liabilities are estimates of the present value of net amounts expected to be paid, less the present value of net future premiums expected to be received. The amounts to be paid represent the excess of the guaranteed death benefit over the values of contractholders? accounts. The death benefit coverage in force at December?31,?2011 (representing the amount payable if all of approximately 480,000 contractholders had submitted death claims as of that date) was approximately $5.4?billion.

Liabilities for future policy benefits for these contracts as of December?31 were as follows (in?millions):

?2011 ? $1,170

?2010 ? $1,138

Current assumptions and methods used to estimate these liabilities are detailed in Note?6 to the Consolidated Financial Statements.

And…

Accounts payable, accrued expenses and other liabilities, and Other assets, including other intangibles – Guaranteed minimum income benefits

These net liabilities are calculated with an internal model using many scenarios to determine the fair value of amounts estimated to be paid, less the fair value of net future premiums estimated to be received, adjusted for risk and profit charges that the Company anticipates a hypothetical market participant would require to assume this business. The amounts estimated to be paid represent the excess of the anticipated value of the income benefit over the value of the annuitants? accounts at the time of annuitization.

The assets associated with these contracts represent receivables in connection with reinsurance that the Company has purchased from two external reinsurers, which covers 55% of the exposures on these contracts.

Liabilities related to these contracts as of December?31, were as follows (in?millions):

? 2011 ? $1,333

? 2010 ? $ 903

As of December?31, estimated amounts receivable related to these contracts from two external reinsurers, were as follows (in?millions):

? 2011 ? $712

? 2010 ? $480

Current assumptions and methods used to estimate these liabilities are detailed in Note?10 to the Consolidated Financial Statements.

At 2010, the net liability was less than $1.6B.? 2011, near $1.8B.? Buffett gets a $2.2B premium, and from what was said on the conference call, the net liability declined in 2012.? Thus I estimate Berkshire Hathaway as being $500M to the good on this transaction, subject to future market conditions.

Okay, so assume the duration on these liabilities is 10 years on average.? At the limit of $4 billion in claims, Berkshire Hathaway would have to earn somewhat less than 7%/yr in order to fund payments.? That’s more than achievable for Buffett.

From Roddy Boyd’s work on AIG, by the late 80s, Hank Greenberg was running out of places to expand in P&C insurance.? As such, he began to expand with life insurance and financial services.? Greenberg liked the fact that it diversified his risk exposures, and while it was small enough, did not threaten the solvency of the whole.

Buffett has always had a wider field to play on than AIG.? In some ways, life & annuity reinsurance does diversify BRK.? It is a little more complex for Buffett, because he has a decent number of bets against the equity markets & credit falling dramatically.? This deal is similar, in that the liabilities decrease as the equity market rises, and increase as the market falls.

Buffett does not have to maintain the hedges that Cigna currently does, but if it doesn’t Buffett might have to make some promises to the regulators like a BRK parental guarantee of the subsidiary reinsuring the variable annuities.

Buffett tends to think more in book value terms — he will try to over accumulate the implied returns in reinsuring the variable annuities.? From my angle, odds are he will succeed.? The only real concern is if he does not continue the hedge, and the markets fall for a considerable period, like 1973- 1982, or 2000-2008.? That would drive up the cost of the liability considerably, if left unhedged.? That said, Buffett, of all investors tends to do well after market declines, often finding compelling investments while others are afraid to commit.

Of itself, this deal is not large enough to materially materially harm BRK if the markets do badly.? It does add on to the “long bias” of BRK if left unhedged.

A note to those who get to question Buffett at his annual meeting: Ask him about this deal.? Cigna wrote a lot about this, held a teleconference, etc.? It was a big deal for them.? BRK said nothing.? Ask Buffett if he decided to continue hedging, or whether his investing in portfolio companies or wholly owned companies constitutes an internal pseudo-hedge that he thinks will outcompete hedging.

Personally, I expect that he does not hedge.? After all, he didn’t on his equity and credit index wagers.? Buffett is a bull on the US an the world; it would not be like his past behavior to hedge.? Besides, that’s why he keeps cash around, and hey, this gave him $2.2B more cash.

Full disclosure: long BRK.B

PS — one more article about variable annuity guarantees — they give me the willies.? Much as I like insurers, I avoid insurer that offer a lot of variable annuities.? I believe they are mis-reserved.? When I listened to Cigna’s conference call and their reserving off of “thousands of scenarios” I could not help thinking of how such methods could be tweaked or abused.? There is no good underlying theory for long dated options with uncertain payoff patterns.

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