Spectra Energy Partners / Enbridge

Enbridge has sweetened its offer for Spectra Energy Partners (NYSE: SEP) from the initially proposed 1.0123 shares of Enbridge per SEP to 1.1 shares of Enbridge (a 9.8% increase).

Enbridge common shares are down 2% as a result, but SEP is up 3% as a result of the increased consideration. It appears the market baked in about half of the expected appreciation over the prevailing 1.0123 share ratio:

A factor quoted in the press release was the July 18, 2018 FERC Order – and you can also see this implied increase in value on the SEP:ENB chart above.

I will note that this is a fait accompli as the salient sentence in the press release is the following:

As the majority SEP unitholder (83% of total SEP common units outstanding), Enbridge’s approval by consent will constitute the requisite SEP unitholder vote required to approve the transaction.

Unitholders were more or less in it for the ride and short of a minority shareholder oppression lawsuit, it was going to get done at any “reasonable” price.

What is interesting is that Enbridge is concurrently attempting to consolidate its other master limited partnership, Enbridge Enterprise Partners (NYSE: EEP) and related entity (NYSE: EEQ). I have written about EEP in a previous analysis.

An argument by analogy (not air-tight by any means but does have merit) is that if SEP receives a 10% boost in consideration, EEP should be receiving the same, especially considering that EEP, in addition to the July 18, 2018 FERC ruling order, has under its belt a major positive ruling with the Line 3 expansion in Minnesota – one that was received after the initial proposal of 0.3083 shares of ENB per EEP unit. The other factor is that EEP unitholder approval is not guaranteed – EEP requires 2/3rds unitholder approval and Enbridge controls about a third of the vote.

A lot of Canadians are also invested in Enbridge Income Fund (TSX: ENF) which is also affected by this. However, Enbridge has an 82% interest in ENF so they will have to take whatever they are offered, within reason. ENF also does not have the benefit of having the July 18, 2018 partial reversal of the FERC ruling as it is mostly about Canadian operations (where the FERC doesn’t apply). I do not believe ENF holders that are waiting for a boost in the exchange ratio will end up with a happy outcome. Right now ENF:ENB is trading at 0.732 while the proposed exchange ratio was 0.7029.

My general expectation is that EEP unitholders will be offered 0.35 shares of Enbridge, or about a 14% boost-up from the existing offer. As Enbridge is likely to shade down in price as a result of the increased consideration for merging, I would expect the EEP price upon transaction announcement to settle around the $12.10 range. This is a relatively thin value play. I had a not inconsiderable amount of call options on EEP after the initial FERC announcement, but I added slightly to my position today – the downside risk is quite limited.

Trading Options – Two scenarios that make sense

Trading options does not require a full set of knowledge of the highly mathematical aspects of how they are valued (a grounding in statistical distributions coupled with a touch of some multivariate analysis to understand the relationship between price, time and volatility), but it helps. It’s probably the closest cross-section of application of my physics degree (statistical mechanics would be the nearest field that relates to this) to finance.

The language that they use to describe the characteristics of options (e.g. greek lettered-variables such as delta, gamma, rho, theta, etc.) is likely designed to be intimidating and convey some sense of sophistication when they sucker people into trading these products. I find it quite amusing. From a mathematical perspective, it makes complete sense – for example, theta is known as time decay, and it is simply the partial derivative of the function that measures the option value over time. For those that see the words “partial derivative” and are repulsed by it, think instead of your speed (velocity) as being the partial derivative of the function that measures your distance (your GPS at location #1, location #2, #3, etc.) over time (time at location #1, #2, #3, etc.). (People in finance reading this: I know this is completely simplified, please do not correct this loose analogy!).

Every so often, I see posts advocating “generating free income” through selling covered call options or selling put options. Selling call options or put options indiscriminately without regard to paying attention to the underlying financial instrument is giving away money. It’s really bad advice that ends up making option market maker jobs viable. The reason why it sounds so lucrative is because you’ll get your two dollar coin 80% of the time, but 20% of the time you’re giving up a $10 bill.

Instead, one must have a vision about the expected price distribution of the underlying product, over time. The closer one believes that the expected price outcome is normally distributed, the more likely that the trade you place will have a negative expected value. This is with a core assumption that the option pricing is done with a normal distribution assumption (this is not always true).

Inevitably one should always ask themselves whether they could take advantage of an expected price change by simply buying or shorting and taking a more concentrated position. The underlying is nearly always more liquid than trading options. Usually this is cheaper, safer and provides an avenue for plenty of leverage.

I don’t even get into the actual trading costs of options, which are almost always higher for most underlying issuers. This includes both the commission, but the more expensive spread between the bid and ask price. In liquid options (e.g. if you were trading SPY or anything reasonably liquid) this is less of an issue and you are likely to be able to buy at the bid or sell at the ask.

There are a few situations where I would rather buy options than the underlying.

One is that if you are interested in betting on a price decline but have uncertainty about borrowing stock. Unfortunately there is usually a correlation between stocks that are hard to borrow and their implied volatility, resulting in more expensive options.

Also, the deeper out-of-the-money you go, the higher the implied volatility (and thus the higher the price you pay relative to closer-to-the-money strike prices). This is because market makers have evolved well past the Black-Scholes valuation era which assume normal distributions of returns (in reality, there are fat tailed price returns that traditionally have rewarded those betting on “1 in a thousand year” events that actually occur once in ten). Putting this into English, you pay higher for the lottery ticket component of an option predicting an extreme price event even though the absolute price of this is lower.

The other and less intuitive manner that options are useful is if you are expecting a non-normalized distribution of returns. If you find yourself saying “this stock cannot possibly trade lower than X” then there is a good chance that the underlying options will give you the opportunity to sell puts at a strike price near that level (assuming that the stock price is close to X). Using a fictional example, if a stock has a market cap of $500 million and has $450 million of cash on its balance sheet and no debt, and if their operations were cash breakeven in a stable industry and management was not completely incompetent or corrupt, put options at $450 million would be more probable to expire than call options at $550 million.

Some market makers account for this. You see this a lot when biotechnology companies face event risks leading to announcements of pivotal clinical trials. But in certain companies, you don’t see market makers adjust – their computer algorithms don’t account for a probable misshape in the expected distribution of returns. This is one of the rare situations where you can make money trading options at retail levels of dollar volumes. Like everything in finance, it takes time and effort to identify these situations. They will never flash at you on BNN or CNBC. Instead, you’ll just see more advertisements for trading systems that instruct their hapless victims to sell covered calls and naked puts for free income.

There are other situations where using options makes sense, but that’ll be for another post.

Just as a general note, I do not like to trade options. But they are powerful tools that can be used in limited situations to great effect.

Looking at Sodastream

Sodastream (Nasdaq: SODA) is an Israeli company that markets those “make it at home” carbonizers where you can make frizzy water, juices, and so forth, at home. Pepsi announced it would be buying it out for $3.2 billion.

What’s interesting is the financial history of the company:

From 2013 to 2015, the company actually had declining revenues (down over a quarter) for a couple years and their profit levels went down as well. However, in 2016 they got back on track and managed to find a way to sell more and do it more profitably.

When looking at the stock chart:

Clearly in the middle of 2015 to the beginning of 2016, when things were at their financial worst, the market had valued SODA like it was some fad cupcake stock (wiki), but this would have been the perfect time to buy. A well-timed $12 investment would have turned into $142 presently.

The financial metrics of SODA at the end of 2015 (ended 2015 at $16 but crashed to $12 in January and February 2016):
Price/Sales – 0.83
Price/Earnings – 29

Today, Pepsi is paying (using 2017 financials, please realize I’m taking a shortcut and not using Q1 or Q2-2018 figures and taking the past 12 months) a Price/Sales of 5.9 and a Price/Earnings of 43.

Incredible. Let that sink in for a minute since people buying into Sodastream in late 2015 or early 2016 have made a fortune.

I’ll note that the balance sheet of SodaStream is not that special – it has a bit of cash in the bank, and no significant debt. They are not a book value play at all. The balance sheet (other than internalized Goodwill) is not a factor at all in this investment.

Finally, I will leave this following comment about investment psychology: Imagine you were convinced that Sodastream was going to turn around and start making significant amounts of money again at the end of 2015. You bought shares at $18 and took a heavy position in December 2015. Just a month later, your position was down to $12/share and it is a third (33%) under water. At that time, you must be feeling pretty stupid about your investment, not knowing that it would skyrocket over the next two years. The psychology of investing is a very odd one – at that point of maximum pessimism (at $12) people would probably question their own investment decision, whether the market sees something they didn’t. There were probably people that bought in at $18 and sold out at $12 because they couldn’t take a 33% loss on the way up to a subsequent 1,100% gain.

Dundee – Preferred Shares

Right now the largest yielding preferred shares trading on the TSX are of Dundee Corporation (TSX: DC.A), consisting of two series: (TSX: DC.PR.B and DC.PR.D). They are trading under 40% of par and current yields of roughly 14.5%. A long time ago, I had invested in their redeemable preferred shares, but I have not touched them since their maturity extension.

James Hymas had fairly cogent remarks that I would suggest that you read.

I will add that Dundee’s last quarterly report is an absolute disaster. Most of their consolidated operating subsidiaries are losing money. The two posting profits are Dundee Energy and United Hydrocarbon. Dundee Energy is now a shell stripped of its operating assets, and United Hydrocarbon is posting profits on the basis of probabilistic revenues with “contingent consideration” on the outcome of events in the Republic of Chad. (Where is Chad? Google Map link here – I normally consider myself good at geography, but my mind had to struggle with this one…)

Their flagship real estate project, Parq project in Vancouver (via a limited partnership in Paragon Holdings) is deeply in the red. The operating loss in the first half of 2018 was $13.9 million (and a total accounting loss of $80.8 million as they have amortization and also had to write down their Paragon Holdings value to nil). The financing load is killer – $52 million in interest for the first half. Remember my post about revenues and domestic currencies and loaning money in USD? $26.6 million in foreign exchange losses due to Canadian dollar depreciation. They’ve had to inject emergency capital into the entity and Dundee had to float them a $15.5 million loan at an interest rate of …. 20%!

The Corporation provided an additional $15.5 million in the form of a 20% convertible promissory note during the second quarter of 2018. The convertible promissory note matures on October 1, 2018.

Given that Dundee is behind $546 million dollars of first and second-lien debt in Paragron’s capital structure, Dundee is faced with a horrible choice – give it up, or dump more money into the fireplace.

How the heck can you lose money on Vancouver real estate? Dundee’s apparently figured out the way to do it.

The only silver lining is that their balance sheet still has liquid assets they can transform into cash. Publicly traded investments include $164 million, but $114 million of it is Dundee Precious Metals (TSX: DPM) (down to $107 million today). This would not be easy to liquidate quickly. Their $18 million investment in eCobalt (TSX: ECS) is down nearly half of what it was on the June 30, 2018 valuation date!

The rest of these investments are private and would be even more difficult to liquidate.

The holding company also has no debt – consolidated, there are about $110 million in loans outstanding, but these are in subsidiaries that do not have recourse to Dundee. Half of this debt will go with the disposition of the Energy subsidiary.

Holding company cash is $30.5 million. Adding this to the aforementioned $110 million in publicly traded securities should give Dundee some time to work with. They also have an open credit facility of $80 million. The operations are burning $10 million a quarter, but this should decline in the future as they sell off or get rid of these businesses.

The real fly in the ointment is the upcoming June 2019 redemption of DC.PR.E, which is puttable by holders after that date. This is a $82 million real liability. My guess is that management will float another crappy proposal to extend the maturity. If this fails (indeed, the terms would have to be significantly more generous than the previous offering in light of the fact that the other preferred shares are trading at a 14%+ yield), given the liquidity situation of Dundee, this will probably be redeemed in shares at the minimum price of $2.

This leaves the other preferred shares. Par value of a total of $130 million and giving out a dividend of $7.3 million a year (until the September 2019 rate reset, which will likely lead to higher distributions). Will Dundee be able to pay it? Clearly they can currently, but will the entity figure out a way to eventually make money to be able to pay these dividends in the future?

Interest rates, monetary compression

History appears to be repeating. Refresh your memory of the past 20 years of short-term interest rate changes here. Just note the late 70’s and early 80’s was a very special time in financial history and should be disregarded for historical “regression to the mean” purposes, similar to how when looking at equity charts one should mentally blank out the 2008-2009 time period as economic-crisis induced.

The last time interest rates were held at a “very low” level was back after the dot-com bubble crashed. The US Federal Reserve dropped interest rates from 6.5% to 1%, which took three years to execute (it took about a year to go from 6.5% to 2%).

Over a period of 2 years, the Federal Reserve from 2004 to 2006 raised interest rates from 1% to 5.25%. Then during the pits of the economic crisis, it took the Fed about a year to drop rates to nearly nothing, where rates remained for seven years until the end of 2015.

Now interest rates are creeping up again, although at about half the pace of the prior interest rate increase from 2004-2006. What’s interesting is that while textbook theory suggests that interest rate increases are not good for equity pricing, the opposite appears to be the case.

However, there is always a lag effect between monetary actions and the actual economic consequences of such actions. I would claim that we’ll really start to see the consequences of monetary tightening around now. Financial deals that seemed better at 0.25% financing do not seem good so good at 1.9%, and at 2.5% will seem even worse.

The real issue is the long-term treasury bond rate, which is currently 3.02%. In theory, if everything in the USA was fine and dandy, that rate should be higher.

Also, the initial signs of US monetary policy tightening is not seen in the USA itself, but rather the foreign markets. This in itself is worthy of a separate discussion, but what we are seeing today in Turkey and other external countries that are facing economic difficulties is not solely due to trade war and tariff talks, but rather that the US dollar is becoming more expensive.

All I can say (and this has become so much of a cliche) is that caution is warranted. Investment capital is best applied at reasonable valuations to entities that clearly have cash flow generation capabilities and ones that do not have complete reliance on credit markets (or conversely ones that will be able to acceptably tap the credit markets to roll-over their debt). This is doubly true if the company in question generates its profit from foreign currency, but borrows in US denominations.

The conventional wisdom says to not time the market, but I deeply suspect that over the next 12 months that we’ll see lower prices ahead.