Monthly Archives: August 2010

Potash – Corporate takeover bid

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Many years ago, the first time I heard the word Potash, I thought somebody was referring to a narcotic. I quickly educated myself (Wikipedia is a good primer) and nodded, and didn’t think about it otherwise. Potassium compounds aren’t exactly rare, nor are they terribly exciting – you can use potassium chloride instead of sodium chloride to replace your table salt, and more importantly, its usage as a fertilizer.

Canada apparently has the majority of potash reserves, and the major corporation is Potash Corp (TSE: POT). Never in my wildest imagination did I think back then that it would result in a triple over the past 5 years, but apparently agricultural fertilizer is in such demand that companies with potash reserves have been bidded through the roof.

Yesterday, Potash Corp received a hostile takeover bid for US$130/share, while the day before the takeover trading closed at US$112. After the takeover was announced, trading closed at US$143/share, which likely means that the takeover bid will fail at the present price.

Potash has about 297M shares outstanding (304M diluted), which implies that the price paid is around CAD$40 billion for the equity, plus CAD$4 billion in debt for a total price of around CAD$44 billion. The balance sheet has about $6.5 billion in equity, so there is a takeover premium of about $38 billion over book value. Presumably this is because of the embedded value of their resource reserves, but I skimmed their annual report and couldn’t find any clean quantitative data – it has to exist somewhere, but I couldn’t find it when wading through the many pages for a minute.

Apparently 2008 was a banner year for the company, where high prices allowed the company to mint about 11 dollars per share in earnings. 2009 was a more moderate year, with $3.25/share of earnings. The first two quarters of 2010 have an EPS of $3.02/share, so strictly from a backward looking P/E ratio, it looks expensive. Even if you assume every year is like 2008 from here on in, the CAD$44 billion valuation (roughly CAD$145/share) appears to be “average”.

Because of my investment laziness, combined with a lack of knowledge of the dynamics of the potash industry, I wouldn’t make a firm statement on the valuation of the merger. I don’t plan on touching this stock without doing a lot more research (which I am not going to do). Just strictly looking at the financial statements, it looks like the party willing to pay $44 billion for the company is over-paying, while the board of directors that are recommending the rejection of the takeover are likely playing for more money from their potential suitor.

Still, the general lesson here is that when you learn about some obscure compound or mineral, it might pay to look a little more carefully at it and see if it is plausible whether it will be an in-demand commodity in the future. Everybody knows about petroleum and potash, but what is next? Uranium already had its hype period in 2007, while “rare earths” and lithium are making the headlines currently – what’s next? Antimatter?

Investing in structured products

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After alluding to disposing of a long corporate bond position, I received some comments as to what the exact ticker is of the issue in question. There were enough hints in the post to figure out the product, but I will be more explicit in this post.

Now that I have completely disposed of the position today, the ticker in question is (NYSE: HJR). This is one (of many, many) examples of an exchange-traded structured product. The specific structure is a trust that has a single asset – corporate senior bonds of Limited Brands (6.95% coupon, maturing March 1, 2033). The trust’s mission in life is to distribute income coming out of that bond. The trust itself has $25,340,000 worth of 6.95% corporate bonds and the distribution is at a 7.00% rate.

You can read the exact specification of the trust by reading its prospectus.

Effectively you are investing in a corporate bond that is exchange-traded. The payout times are identical to the bond, with the exception of the coupon (7.00% on the trust vs. 6.95% with the corporate bond) and that trades do not incur interest expense/revenue for a purchase/sale of securities. An investor purchasing one unit of HJR will receive a $0.875 payout every March 1 and September 1 until March 2033, where they will receive a $25.875 payout.

At the current transaction price of $24.40, an investor has a 7.2% current yield on investment, or about a 7.5% yield to maturity for a 22.6 year term.

There are slightly different risks involved with the structured product. The largest change is that the structured products have a “call provision” where the unitholder, if held in sufficient quantity, can redeem the trust in exchange for the underlying bond. This call provision ensures that there is an effective cap on the unit price, even if the underlying bond trades at a premium.

There are a couple hundred of these products trading on the exchanges – some are extremely illiquid, and in the example of HJR, it is lucky to have $50,000 par value traded daily. The spread is typically 40 cents.

As I have indicated before, I have recently liquidated my entire position in HJR as I do not feel the risk/reward ratio is right for my portfolio. Other investors that are looking for a stable 7.2% yield on a senior corporate security could consider HJR. It is still a far, far more inferior option at present than buying the actual corporate debt, which is priced at around 90 cents. Since HJR is trading around 97 cents on the dollar, I am very puzzled at the high price and hence sold my position. The bid is obviously from an irrational retail source.

There are other structured products carrying the exact same bond as collateral, and they are trading at more reasonable prices. If the products were marginable, there would be an obvious arbitrage opportunity.

Exchange-traded structured products are very research-intense. Although most of them have standardized provisions, there are some that have odd-ball provisions that require you to look at the prospectus of each and every security that you are considering. Once you have cleared the research hurdle, however, they are worth looking at. In late 2008 and early 2009, these products were being thrown out the windows of financial intuitions. At the depth of the financial crisis, HJR was trading for $8.40 (33.6 cents to par) and suffice to say, I thought this was one of the greatest opportunities the market was offering especially in consideration with the risk taken (the seniority of the bond ranks you ahead of common shareholders).

Although you would have done slightly better with an equity investment at the same time, you earned your capital gain with a significantly lower level of risk, in addition to having the luxury of having a well-defined exit point (at the lastest, the maturity date). You were also being paid a handsome sum of money to wait.

In the case of HJR, and in the case of a lot of other asset-backed securities that give out a yield, it is close to the time where it is worth liquidating the positions. As the 10-year bond yield is heading toward record lows, chasing yield will become more and more dangerous.

Spam filters

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I notice that Larry MacDonald has had some issues with the Akismet spam filter, which has been over-zealous in filtering his comments on other people’s websites.

I notice that on this site, he had three comments which I had to fetch out of the spam filter.

Spam is really all about economics – you can produce enough of it for such a low cost that even with a microscopic payback rate, it still is profitable. It does cause a lot of pollution on the internet, but with some Bayesian filtering you can weed out most of it and have an acceptable false positive rate.

Spam is also about game theory – a cat-and-mouse type game. The new game is that spammers are trying to increase their “credibility scores” by making innocent-sounding comments and posts in the hopes that human operators will “approve” them and then they will be able to deliver their payloads more effectively elsewhere.

Akismet has been good at picking up comments like “Like your site, keep up the good work” and other such spam comments that were socially engineered to let site owners keep them on their site. Filtering techniques are quite effective at weeding out these types of comments, such as using the IP address of the comment origin, and the submitted name and/or email address included with the comment.

However, if filtering gets too hyper-aggressive such that it begins to block out legitimate comments (called false-positives), it undermines the entire system.

Imagine a cellular phone network taking 5% of your incoming phone calls and/or text messages and not relaying them to you. You would consider this unacceptable. In the comment world, the acceptable false positive rate is likely higher, but for emails, it has to be one in a thousand in order for the system to be effective.

If spammers are able to increase the false positive rate, it will also be a victory for them since it undermines confidence in the spam detection system.

Unfortunately for Larry, it is likely that Akismet has somehow flagged his online signature as spam. Not sure how that happened, but at least on this site, I have taken three of his comments out of the spam bucket.

Silly market tidbit of the day – GM

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While General Motors is pondering going public again, one should keep in mind that their predecessor company (pre-bankruptcy) is now known as Motors Liquidation Corporation. They had their name changed to not confuse the general public into believing they owned shares in something that might be worth something.

The pre-bankruptcy shares of General Motors, amazingly enough, still trades at 50 cents a share. When all of the court settlements are completed, this will go to zero.

People should study why this is the case – why an asset that is fundamentally worth nothing is trading at something above zero. In addition, short-selling the stock is not as easy as one would think.

Another week of summer trading

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I don’t think price movements should be taken too seriously this week or for the rest of the month. The price changes do create volatility that can be taken advantage of, however.

That said, I am beginning to have a few “hits” on my equity radar that are deserving of more research, so hopefully I will have enough time to look at them since I have been taking things relatively easy myself.

I continue to trim my long-term bond position in Limited Brands; I had the selling side of the trade at the 52-week high, but I didn’t have my entire position filled and now the position is trading about 1% less than that amount which is somewhat frustrating – I just wanted to clear out the whole thing at 96 cents. TRACE has the bonds at 92 cents on the dollar, while the exchange-traded version had them at 96 cents on the dollar, so I am unloading and taking my money. I remember the days that TRACE had them at least 5-10 cents higher in the bond market vs. the exchanges, so the market is relatively inefficient on these illiquid issues – a high volume day is considered to be $50,000 traded.

I also note my other long-term bond positions are creeping higher. If they get to the 8% yield stage I’ll consider a liquidation of them, and leak the position and fully dump them at around 7.5%. I also have to time whether I can unload them in 2011 for roughly the same value for tax reasons. TRACE has those exchange-traded issues and the bond values at roughly the same value at present so I am not losing a premium valuation by waiting.

I am also trimming my only equity position, which I had a very minor stake in. It was an obscure play that was slightly under-valued and had a market catalyst that never emerged. It has appreciated somewhat, so I am selling it. With my track record it will probably go up 2000% over the next 3 years after I dispose of it all.

All of this should make for a third quarter update that should hopefully show some more cash in the portfolio – assuming I don’t buy anything, it will get over 10%. Although cash yields a paltry 2% at present, it gives me the opportunity to strike at other opportunities when they arise and come to my attention. It is very difficult to do this when “fully invested” since going into margin to invest involves its own separate set of risks.

I am playing things ultra-conservatively, which doesn’t make for good writing, but at least I will be solvent.

I am also still looking for income-oriented securities, but I am finding this entire sector to be swamped with over-valued issues. It is painfully clear to me that the large amount of money sloshing around there is looking for yield.

Equal Energy – Debentures

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Equal Energy – Equity (TSX: EQU) is trading relatively high (roughly a market cap of $160 million) and the balance sheet is strong for a small oil and gas producer by virtue of recently doing some equity fundraising and asset disposals. They still have a net debt position but it is easily buffered by cash flows from operations.

Their CFO did resign today over a compensation dispute – a yellow flag, but the market did not appear to be too concerned about this. I do not believe this will compromise their ability to pay off their debentures.

They have two series of debentures outstanding, including EQU.DB – $80 million outstanding, matures on December 31, 2011, pays an 8% coupon. Perhaps more importantly, they are callable presently at 105 and 102.5 after January 1, 2011 with 30-60 days of notice. Current market price at the ask is about 102, although if you floated a bid at 101.75, you would likely get hit. The following assumes a purchase at 102.

It is a respectably high probability event that they will refinance debt and call out their existing debt on January 1, 2011 for 102.5. If so, this represents an annualized gain of 9.1% – approximately 7.8% of that is a cash yield and a 1.2% premium for being called out between now and January 1, 2011. If not called out, then assuming you hold onto maturity for the final year, the gain would be 6.4% – approximately a 7.8% current yield and -1.4% capital loss.

Putting this into raw numbers, $100 invested today would give you $103.57 on January 1, 2011 assuming a call-out as anticipated. If not, $100 invested today would give you $109.12 on December 31, 2011 assuming maturity at par. None of this includes commissions and assumes a purchase at 102.

Considering that your risk-free yield at 4 months and 16 months is roughly 2% in a cash account, parking your capital in a manner such as this is a relatively low-risk, low-reward alternative that can give you more yield.

Anatomy of a trade decision

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As I indicated previously, I am interested in trimming my long-term bond positions since I believe the market for less-than-stellar debt is becoming expensive for the risk taken.

Although I am adverse to income taxes, you should never let income taxation be the overriding factor in the decision to sell – valuation should be the primary consideration, along with your portfolio considerations, and then income taxes should be a secondary consideration.

An example today was trimming a trust preferred (which held a corporate bond) position in Limited Brands (NYSE: LTD) that I have held onto since late 2008. The security is due to mature in 23 years from now (March 1, 2033) and pays a 7% coupon semi-annually. The underlying company’s equity is trading relatively high, has a moderate amount of debt ($2.6 billion debt vs. $1.2 billion cash on hand), good income ($560M in the last 12 months) and an excellent brand name. So the underlying company, in the short and medium run, is likely to be solvent and be able to raise money and retain their cash generation abilities. It would not surprise me if they were able to be solvent in 23 years to pay off the underlying debt. My cost basis on the units are 35 cents on the dollar, which represents one of the best trades I have done in some time, but this will also represent a large capital gain when liquidating.

Back then, 35 cents on the dollar meant you got to collect a 20% current yield, and another 4.5% implied capital gain by waiting patiently. Now, the market has taken all of those coupon payments and gains and transformed them into a higher unit price – so instead of waiting 20+ years to realize that money, you can do it now. What I am trying to say here is – your cost basis is irrelevant except for factoring in the cost of capital gains taxation. The current market value that you can liquidate the securities with is the relevant factor – if I have $X that I can liquidate from this security, can I deploy it elsewhere more efficiently than the implied 7.7% it is paying me?

So why trim the position? 7.7% sounds pretty good over 23 years, doesn’t it?

There are a few reasons.

- The valuation appears high. At the current trading price (94 cents on the dollar) it is significantly higher than the underlying bond’s price that is available through TRACE. At 94 cents, your current yield is 7.4%, and your implied capital gain (which is the 6 cents of appreciation you earn upon maturity) is another 0.3%, so your total yield is 7.7%. While a 7.7% yield is about 4% higher than you can get with underlying treasury bonds, it still is not a sufficient threshold.

- I want to increase my cash balances. While I believe the next big macroeconomic move in the economy will be an inflationary cycle, it will completely depend on the timing of US politics. Right now the US economy is dominated by political considerations and this is why most businesses are choosing to hoard cash – since in times of political uncertainty you do not know the return on investment. A more business-friendly administration would result in a large inflationary spike. Right now we have the exact opposite of a business-friendly administration.

- I want to shorten the duration and term of my bond portfolio, for pretty much the point I made above.

- I do not need the yield, but apparently others do. They are willing to pay for liquidity, so I am willing to give it to them for a cost – they have to meet my asking price on the exchange.

- I am afraid that interest rates, while very low by historical standards, may increase. I am also not concerned to waiting a longer period of time for those rates to rise, and get to hold onto my capital in the meantime to perhaps deploy to a better area.

- Maybe the underlying business will face a downturn. It is in the consumer fashion industry, and while the Victoria’s Secret brand is unlikely to degrade anytime soon, maybe consumers will be a little more fickle in the future. I have no clue when it comes to retail fashion which trends will stay and which will not and can only evaluate these companies from a financial perspective. A great example is Coach (NYSE: COH), which to my neanderthal male mind, mainly makes handbags and accessories. But somehow this company produces insane amounts of cash. Will this trend continue? Who knows. But what I see financially there is a cash machine. I generally ask fashion conscious women for insight on these various names once in awhile to see what the intangible aspects of the brands are.

I am giving up a further potential upside of about 6% capital appreciation (since the trust preferreds contain a call provision they will not trade much above par value) in exchange for the safety and security of cold, hard cash. Right now I do not have any targets for my cash, so I will continue to be patient. Eventually the equity markets will contract and some opportunities will present themselves. It is unlikely it will ever be like late 2008 for awhile, but we will see.

Bank of Canada Interest Rate Projections

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Since the last 0.25% rate increase on July 20, the bankers’ acceptance futures have been quite calm. We have the following quotations:

Month / Strike Bid Price Ask Price Settl. Price Net Change Vol.
+ 10 AU 0.000 0.000 98.905 -0.005 0
+ 10 SE 98.825 98.835 98.825 0.000 1825
+ 10 OC 0.000 0.000 98.725 -0.005 0
+ 10 DE 98.700 98.710 98.700 0.010 6190
+ 11 MR 98.580 98.590 98.580 0.010 4636
+ 11 JN 98.460 98.470 98.460 0.010 2213
+ 11 SE 98.310 98.320 98.310 0.000 904
+ 11 DE 98.140 98.150 98.130 0.010 303
+ 12 MR 97.950 97.960 97.940 0.020 104
+ 12 JN 97.770 97.790 97.760 0.020 54

This still hints that the short term rate will rise 0.25% by the September 8 or October 20 meeting, and the short term rate will end the year at 1.00% with a possibility of 1.25%. For the year 2011, rates are expected to inch higher by about 0.5 to 0.75%.

It should also be noted that at present, 3-month corporate paper is yielding 0.89%. This was approximately 0.4% half a year ago.

Finally, since 5-year bond rates have dropped considerably over the same time period (which is counter-intuitive to the economics 101 texts that state that longer-term bond yields will rise with an increase in interest rates), 5-year fixed term mortgages should also drop – the best one I can see so far is 3.87%.

Credit card review – MBNA Smartcash Platinum

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I have been using the MBNA Smartcash (3% off groceries/gas (5% in the first 6 months), 1% off everything else, paid in $50 increments) for the last five months and I generally am impressed that it has worked as advertised. They have an online interface where you can review your transactions and it is a functional, no-frills site. The two $50 cheques they have sent to me so far come in the mail a couple weeks after the statement date, and slightly to my surprise, have not bounced or come with ridiculous conditions and such.

I am guessing they send cheques instead of crediting the account automatically because they anticipate a certain fraction of people will not actually cash in their $50 cheques.

I used to use the Starbucks Visa Duetto Card (sponsored by RBC) which gave you 1% in “Starbucks money” which I used as a luxury item since there is no way that I could have otherwise rationalized it. They (either RBC or Starbucks, depending on who you believe) canceled the cards this spring, so when doing my shopping for a better credit card, I settled on the MBNA one.

My only negative is that they send out cheques in the monthly statements, and I always put these through the paper shredder simply because writing cheques off a credit card is hideously expensive and also because of the fraud consideration. I also was very quick to get off of their telemarketing spam list since they were selling useless products (likely “balance protection insurance”), but after that they have been non-spammers.

Note I was not paid to write this, these are my germane thoughts as a retail consumer on the product in question.

Menu Foods cashes out

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Menu Foods is a manufacturer of pet food. They are most famous for an incident in early 2008 where some chemical got into their food supply through imported grain from China which was tainted and caused organ failures in pets. Although they were already on the financial skids in a very low-margin industry (they cut distributions to zero in 2005), this tainted food incident took down their share price down to abysmally low levels and presented a considerable financial risk for equity holders since the company was on the brink of insolvency.

They did manage to stage a partial recovery, but then the global economic crisis hit later in 2008 and early 2009, which brought the common shares once again around the 70-90 cent range.

Investors back then, buying equity, were taking an incredible risk, but it is one that has paid off for them – although the business produces cash flows today, it is slim and they have high leverage given the amount of cash they generate. Still, an investor taking the plunge at a dollar would have seen last Friday over a triple gain on their equity investment.

Today, they will be bought out for $4.80/unit, which if I was holding units, would be selling out with a smile on my face.

I remember looking at the company back in early 2008 and thought they were going to go bankrupt. I also did not put this firm on my candidate list during the economic crisis simply because there were so many other (more solvent) offerings on the market at the time.