First Uranium raises expensive capital

The financial soap opera continues at First Uranium. On Friday morning they announced they have agreed to a private placement of between $125 to $150 million of senior secured notes. There are a bunch of stakeholders that are getting into this offer, including the major shareholder, Simmer and Jack, and also Gold Wheaton, who has a stake in the gold production of First Uranium.

The notes are convertible at $1.30/share and this will represent a substantial amount of dilution for existing equity holders, assuming conversion – about 48% dilution.

I was informed that the notes will have a 7% coupon attached to them.

Also in the announcement is that the CEO, Gordon Miller, will depart and be replaced by another CEO, Deon van der Mescht, who is currently the CEO of Simmer and Jack.

A relevant quotation is the following:

In addition, the Company is relying upon exemptions from the minority approval and valuation requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, on the basis of financial hardship. The Company’s current payables do not, in the Company’s estimation provide comfort to wait for 21 days to begin closing the Offering. As previously announced, the Company’s financial situation has been severely compromised by the termination of discussions regarding certain financing options as a result of the decision to withdraw and subsequently reinstate the Company’s environmental authorization for the new Tailings Storage Facility designed to accommodate future tailings deposition at the Company’s Mine Waste Solutions tailings recovery project.

First Uranium, therefore, is very close to bankruptcy. If this deal falls through, then bankruptcy is guaranteed. There would be a process where creditors (including the debentureholders) will be able to make their claim on the assets in accordance with Canadian law. Simmer and Jack’s investment would have been completely destroyed in the process, which is why they had to take this very unpalatable deal in order to save their interest in the company – which by all means should be able to produce a substantial amount of revenues once the core operation commences.

If you are holding equity in First Uranium, you have virtually lost most of your value over the past couple years. This deal should probably stop most of the blood-letting, but it is at a huge cost to shareholders.

The market, seeing certainty on the horizon, bidded up First Uranium shares 13% to $1.68. This also provides a substantial conversion cushion for the private placement component of the convertible offering to succeed.

The convertible debentures also rose 12% to 77 cents on the dollar with this news. The convertible debentures are a $150M issue, with a 4.25% coupon and maturing on June 2012. I happen to own some of these and am not afraid of dilution – in fact, I prefer dilution.

If this deal succeeds, it is more likely that I will receive payback on my investment, especially since the maturity date of this new deal is later than the existing convertibles. It is not clear, without reading some sort of prospectus statement, whether the secured nature of these new notes would interfere with the payment of the unsecured debentures.

Of note in this press release is no quotations from any officers in question – probably because this deal was entirely organized without the management of First Uranium consenting to it.

Morneau Sobeco Income Trust announces corporate conversion

Morneau Sobeco specializes in outsourcing HR services. They have an annualized distribution of $0.94/unit, but they recently announced a corporate conversion which will take effect in 2011:

“Today, we are announcing our plans to convert to a corporation at the end of 2010,” said Bill Morneau, Executive Chairman of the Fund. “We intend to maintain our current distribution level for 2010 and provide an effective 10.6% after-tax increase in 2011 for unitholders taxable at the highest marginal rate.”

The conversion is being undertaken in response to the legislative changes enacted by the federal government that will apply a tax at the income trust level on unitholder distributions commencing January 1, 2011. The current monthly distribution level of $0.07871 per unit (or $0.94 per unit annualized) is expected to remain unchanged for the balance of 2010. Starting in January 2011, the monthly dividend level is expected to be $0.065 per share (or $0.78 per share annualized) with a sustainable payout ratio of 65% to 80% of cash flow. This dividend policy will facilitate the repayment of debt, while providing investors with an attractive yield. Going forward, the Fund’s intention is to continue to reward its investors with dividends in line with business performance. A special meeting of unitholders will be held in the second half of 2010 to obtain unitholder approval of the conversion.

A 94 cent to 78 cent reduction in distribution is a 17% decrease in distributions, and is somewhat less than what would otherwise be expected on an after-tax basis. It is not surprising that trust units are not trading too far down – about 3% at the time of this writing.

My valuation exercise on the company indicated they are trading at their fair value range, so I have not even bothered to place any orders for the units. The units are trading at $10.19 a pop, which is a 9.22% yield on their current distribution, or 7.65% in 2011. Given the risk involved, this is appropriate.

Toyota Motors Company – Will not touch

Anybody having common shares of Toyota Motors may think they are purchasing to be a “contrarian” with all of the allegations flying around with respect to their accelerator pedal and perceived safety issues of cars. Looking at a 5-year stock chart, one might think they are catching the lows (currently $77/share)…

… but what really is the upside to an investor? I recall during the ramp-up in oil prices and the downfall of GM and Chrysler (2007-2008) that analysts were jumping all over themselves to compliment Toyota and implying the company is destined to greatness.

Auto manufacturing, at least at the low end consumer market, is a very competitive business and margins are very tight. When companies like Toyota have to end up recalling millions of vehicles because of a politically-motivated examination of perceived safety flaws of their vehicles (I am of the opinion that it is far more likely that for most part the company did not design a ‘flawed’ vehicle), it will affect their market capitalization far more than the recent 15% haircut their stock has taken. They are more likely to head down than up.

I have written this without doing a shred of financial analysis on the company – Toyota stock is being psychologically valued at this time by the marketplace, not financially.

Music to a bondholder’s ears

I own some long term debt in Sprint. Recently, the following was quoted from their CFO:

NEW YORK (AP) — Shares of Sprint Nextel Corp. rose Monday after Chief Financial Officer Bob Brust told investors the telecommunications company plans to pay down its debt and continue to strengthen its balance sheet.

“(In) the next 30 months, we have about $5.2 billion of debt coming due. Right now we plan to pay that as due, not refinance,” said Brust at the Raymond James Institutional Investors Conference, according to a transcript.

The only other better news that could come out of his mouth was that they would be raising capital through the equity markets to pay down more debt, but I will settle with this. Sprint has negative net income, but they have strong positive cash flows, and I think their debt is still (slightly) undervalued. It is my second largest portfolio component.

The only issue I have with their debt is not their ability to pay it off – it is the more macroeconomic perspective of rising interest rates and a US government that is seemingly destined to inflate its way out of its fiscal situation.