Running the thought process through the Gamestop insanity

A bunch of scattered thoughts in this post.

In more traditional times, you gave some company money, and they would issue you shares which represents a claim on their residual earnings. These companies would take your money, and invest it in machines, infrastructure or people that would produce goods and/or services that were in demand and would make money from it, taking in more cash than they spent. With the help of your investment money, they would build up surplus cash which they’d either dump back into the business (if they could generate more of a return on it) or if the market has been saturated, issue the capital back to you in the form of a dividend. While there was no set rate of return (it was highly variable, depending on cost of capital, risk of the business, etc.), generally speaking if you made a 15%/year return on investment it was considered greatly successful since the alternate, risk-free government bonds, would give you about 5%/year. The spread between the yield on debt vs. equity was a premium that an investor would demand in exchange for the increased risk of holding the equity instead of the debt.

Later, you had people buying stock from other people instead of from the companies directly. Their shares would trade on an implied return on investment, which would be comparable to the above.

Fast forward to 2020. Risk-free rates have gone to near-zero – you can’t put money into government debt and make any sort of return anymore. Asset prices have risen, so companies that have gotten a 15% return on their investments are now trading at 5% (indeed, looking at Microsoft/Apple today, that is closer to 3% on their equity at present). From an aggregate perspective, you can’t get rich quickly anymore. While 15%/year might be acceptable in older times, now, not only can you not make that with conventional investment (in the aggregate market) but at the current rates of return, it’ll take forever to double your money. What’s the point?

So hence we have money being thrown into all sorts of speculative vehicles. Just a couple months ago, Bitcoin was the big thing, where people were clearly talking about the “next currency” being a “store of value” and “they don’t print any more bitcoins”, yada yada yada. Because the organic return on Bitcoin is zero (indeed, you can make a claim that the aggregate return on Bitcoin is negative because of the electricity consumption required to maintain the network), there are no valuation metrics to constrain what is essentially narrative thinking. When you see media pick up on the notion that central banks are “printing money” (not strictly true, although their actions are completely involved in the low rates of return we see), people buy into the narrative that fuels this rampant speculation. Instead of making 15% a year, you can make that in a day!

Then we fast forward to Gamespot, AMC, and the like. Rationally, Gamespot is running a dead business, like Radioshack or Blockbuster of the past. But sensing a quick opportunity, hedge funds bidded the crap out of it and forced a presumptive wealth transfer.

The thing to always remember is that Bitcoin, Gamespot, and the like, all represents a zero sum game in the short term. There are no returns to be made other than off the capital of other market participants. GME, AMC, etc., are trading off of their value to be short squeezed, coupled with a bunch of retail sentiment that wants to gamble to get a quick return on their investment. After all, when Gamespot goes up 150% in a day, that’s a heck of a better reward than doing it the old fashioned way and spending a year to get your 5%!

For these hedge funds that were heavily short, however, it will be a catastrophic event. This will have ripple effects on the market, including prime brokers likely raising margin requirements for heavily shorted stocks, in addition to the long sides of their portfolios being culled down. This will be a forced sale process, which means it will come with volatility. This will most certainly be the first blowup after the COVID crisis, although this one will be short lived.

There will be a ton of money made by some people, and a ton of money lost. It will be irresistible to most retail participants that see this and feel like they want a slice of the action. Some indeed will do very well. While entertaining to watch, my focus is kept elsewhere.

Keep your sanity because it’s going to go crazy

In the US stock markets, the following is the top ten short as a percentage of float:

GME Gamestop (retail)
DDS Dillard’s (retail)
BIGC BigCommerce
BBBY Bed Bath & Beyond (retail)
LGND Ligand Pharma
FIZZ National Beverage
FUBO fuboTV
AMCX AMC Networks
MAC Macerich (malls, REIT)
ASO Academy Sports (retail)

They are ALL up, significantly. GME, in particular, has gone nuts.

It is pretty obvious that short books are getting slaughtered and are being forced to cover and/or reduce exposure.

The fear of missing out on these large price swings that occur on market tops is going to be extreme. Many people, especially inexperienced market participants, will go nuts. Most of them will not be able to time the exit, while a small minority (~20%?) will make out like gangbusters.

I have no edge in these situations and am not playing this (nor do I have stocks that are heavily shorted) but this is very fascinating to watch.

Clarke / Slow-motion privatization

Clarke (TSX: CKI) is George Armoyan’s publicly traded holding company. On September 15, 2020 he owned 10,399,101 shares of 15,697,324 outstanding (66.25%).

Since then, the company has managed to retire 639,432 shares through buybacks and 363,893 of those shares was through a creative 1:1000 reverse split and split, repurchased at $5.60/share on October 20, 2020. Shares outstanding has been reduced to 15,057,892.

As a result, Armoyan’s ownership has risen to 69.1%.

Letko, Brosseau & Associates Inc. owns 2,345,308 shares, or 15.6%.

Thus, the public float available is 2,952,915 shares.

Today, Clarke announced:

HALIFAX, NS , Jan. 21, 2021 /CNW/ – Clarke Inc. (“Clarke” or the “Company”) (TSX: CKI) (TSX: CKI.DB) today announced its intention to commence a substantial issuer bid (the “Offer”) pursuant to which the Company will offer to purchase up to 1,150,000 of its outstanding common shares (the “Shares”) at a purchase price of $7.00 per Share in cash (the “Purchase Price”).

The Purchase Price represents a 6.3% premium over the 30-day volume weighted average closing price of the Shares on the TSX for the period ending on January 20, 2021, being the last full trading day prior to this announcement. The number of Shares subject to the Offer represents approximately 7.64% of the total number of Shares outstanding.

Considering that Clarke last traded today at C$7.04/share (all of 500 shares), I have my doubts whether this offer will be subscribed to any real extent unless if Letko wants to get liquidity on its stake (which will be nearly impossible to unload in the open market).

My impression is that this is a continuation of a slow-motion takeover before Armoyan decides to just buy everything at a modest premium. Maybe the minority shareholder fleas will get another dollar or two out of the stock, but the time for Clarke as a publicly traded entity is soon coming to a close.

Atlantic Power – Counter-bid?

Today, Atlantic Power had trades above US$3.03 (the proposed cash merger price):

At 11:04am (pacific time) somebody pumped in an order for 400k shares.

Although I have expressed my doubts at the feasibility of a counteroffer scenario, we will see. The past couple trading days saw the stock trading at a relatively high merger arbitrage (roughly 3-4% for a half year) and I was expecting this to close a little. However, trades above the US$3.02 point are highly suggestive that somebody is gambling on a superior bid coming.

I haven’t sold any of my shares since the initial merger announcement.

Canaccord Genuity Debenture amendment

A general cliche to remember in finance is that when things are complicated, they usually advantage the proposer of the complex terms.

Canaccord has an issue of convertible debentures outstanding (TSX: CF.DB.A) which are fairly typical: Unsecured debt, 6.25% coupon, matures December 31, 2023, convertible (by the holder) at $10/share at any time; it can be redeemed by the company after December 31, 2021.

Canaccord is reasonably solvent and payment of the debt is not an issue at present.

The stock (TSX: CF) is at $11.69/share, which means the debentures are in the money.

Canaccord proposed an amendment today with some terms I have not seen before. I have reformatted the below to make it easier to read:

The proposed amendments (the “Proposed Amendments”) are as follows:

The addition of a right of the Company to redeem, at its option and from time to time, between April 1, 2021 and October 31, 2021, any or all of the outstanding Debentures (the Amended Redemption Right”), for consideration of (for each $1,000 principal amount of Debentures held) cash equal to

(i) the greater of:
(a) 125% of the principal amount, being $1,250, and
(b) the sum of:
x) the amount calculated by multiplying 100 by the volume weighted average price of the common shares of the Company (the “Common Shares”) for the 20 trading day period ending two trading days prior to the date upon which the Company issues a press release announcing its intention to exercise the Amended Redemption Right; and
y) $40.00;

plus:
(ii) accrued and unpaid interest up to, but excluding, the date of redemption.

The Debentureholders’ right to convert their Debentures into Common Shares, at the current exercise price of $10.00, will be suspended until November 1, 2021.

The analysis of this offering took me a little bit of time to work out, but just like most complex transactions does not work well for the recipient.

The terms on initial glance seem attractive: Right now the debentures have an “intrinsic” value of $1,169 per $1,000 par (the assumption of a conversion and then a frictionless disposition on the open market). In scenario (a), you have $1,250, which is a higher amount, and in scenario (b), you have what you would have received otherwise in a conversion-and-sell scenario, plus an extra $40 for your efforts. Win-win, right?

No, for two reasons.

One is that the debenture holder is surrendering some time value of their equity call option (in the worst case scenario this would be eliminated by a December 31, 2021 redemption).

The second, and in my opinion, more valuable feature is that this amendment proposal is asking the holder to sell an information call option on the effective equity that their debentures have, for a very cheap price.

Specifically, the amendment proposal term of “for the 20 trading day period ending two trading days prior to the date upon which the Company issues a press release” is the offending term which gives away a lot of value to the holder, in this case, Canaccord.

The company controls the degree of information flow on its stock and to that extent, has some ability to talk up or down the stock price. The ability to issue a press release and retroactively determine a redemption price is a very powerful option given to the company.  It’s like buying and selling a stock using historical data.

If the company wants to get rid of the debentures without conversion dilution, it could launch a substantial issuer bid, but retiring the convertibles would likely involved a price higher than $1,250 per $1,000 par. Hence, this convoluted scheme to amend the debentures should be voted against.

The proposal requires 2/3rds of the debentures to be in support to pass the amendment.

A large Canadian asset manager, on behalf of certain of its managed accounts, has agreed to support the Proposed Amendments and has entered into an agreement with the Company to consent and vote in favour of the Proposed Amendments. These accounts hold approximately 55.4% of the outstanding Debentures.

What do I know? Nothing, it seems.