Equity – Page 35

The Bombardier bailout

This is going to be good.

Our illustrious government has figured out a headline-free way to bail out Quebec firms, such as Bombardier, and do it in a ‘governmentally distant’ manner, shielded by a crown corporation business development corporation.

The name of this will be through the Large Employer Emergency Financing Facility (LEEFF).

Reassuringly, money to be loaned will be conditioned upon:

Companies seeking support must demonstrate how they intend to preserve employment and maintain investment activities. Recipients will need to commit to respect collective bargaining agreements and protect workers’ pensions. The LEEFF program will require strict limits to dividends, share buy-backs, and executive pay. In considering a company’s eligibility to assistance under the LEEFF program, an assessment may be made of its employment, tax, and economic activity in Canada, as well as its international organizational structure and financing arrangements. The program will not be available to companies that have been convicted of tax evasion. In addition, recipient companies would be required to commit to publish annual climate-related disclosure reports consistent with the Financial Stability Board’s Task Force on Climate-related Financial Disclosures, including how their future operations will support environmental sustainability and national climate goals.

Let the gravy train flow! Bombardier gets another low-interest rate loan of a billion dollars.

Gran Colombia Notes indenture amendment

Gran Colombia Gold (TSX: GCM.NT.U) posted an update to their note indenture regarding the proportional change of the amortization in the event of a redemption or repurchase.

(Attached amendment)

Amendments. Article 4 of the Indenture is hereby amended by adding the following as Section 4.11:

In the case of any partial redemption or repurchase of Notes (for greater certainty, other than pursuant to an Amortizing Payment), the principal amount of Notes redeemed or repurchased shall be proportionately allocated among all remaining scheduled Amortizing Payments set out in Appendix C and shall be allocated to the pro rata reduction of each remaining Amortizing Payment. Within five Business Days of the completion of a partial redemption or repurchase, the Issuer shall deliver to the Trustee an updated Appendix C and Appendix D reflecting the effect of such redemption or repurchase; provided, however, that in respect of the Partial Redemption, the updated Appendix C and Appendix D shall be delivered on the date hereof.

It was not at all clear from the text of the original indenture (indeed, it wasn’t there at all) that the amount of gold held in trust is reduced in the event of a redemption or repurchase.

If you assume that there isn’t a reduction (indeed, there is nothing in the language to suggest that there is a reduction), it dramatically increases the economic value of the notes in periods subsequent to the redemption.

Indeed, on March 26, 2020 you can see my strike-through comments with the said interpretation.

I do not have enough in these notes anymore where it is economically feasible to mount a legal case that this indenture amendment is illegal and that noteholders should receive the full entitlement of gold, unreduced by the redemption.

Indeed, it is going to be somewhat of a moot point, as I would deem it likely the company will redeem for 104.13 on or after April 30, 2021. Even with the reduced amortization, at a US$1,700/Oz gold price, the company will be paying an extra 11.3% on the notes in the upcoming four quarters.

However, if somebody out there owns a few million of these notes, there would be a pretty powerful claim to be made. I suspect that despite receiving an “Opinion of Counsel” from the Trustee that this “defect and inconsistency” wouldn’t be seen as such in the eyes of the court – it instead looks like retrospective contract re-writing, of course in the favour of the issuer.

There is one obvious insider that had to disclose on SEDI that he owns a large volume of notes, but he is unlikely to sue his own company and is likely to claim economic rent through other methods. Any other large holders would probably make due by just settling with the company, away from the public spotlight. The differential amount would not be considered material and likely would not be too visible on the financial statements short of a few extra bucks of legal expenses.

If anybody was wondering, the difference is (at US$1,700/Oz) a total 20.7% payment over the next 5 quarters (April 30, 2020 to April 30, 2021) vs. 13.3% under the revised scheme. This 7.4% difference over the $44.7 million outstanding post-redemption is around a $3 million payment difference (this accounts for the reducing principal amount of the notes over the quarters), not a trivial chunk of change.

Even with all of the regulatory protections of public markets, I’m not surprised to see this happening. I’m happy to have my position reduced and eliminated with the inevitable call-out of notes.

If I were Shopify

Shopify (TSX: SHOP) is the new technological wunderkid of the TSX, following in the footsteps of Nortel, RIM, Valeant Pharmaceuticals and now SHOP. Good for them for achieving a market capitalization of $100 billion – a proud accomplishment to say the least. They deserve it.

The question is whether SHOP will retain its competitive advantage in the future. For now, things are great, but just like what happened to Nortel and Blackberry, you can lose your competitive advantages in technology more quickly than one anticipates, especially if you’re Canadian!

But what got my attention was their secondary offering where they raised US$1.3 billion (selling shares at US$700).

I should charge them for this advice, but I will offer it freely: If you can, raise more equity capital at this price. Like, try to raise $10 billion.

You’ll thank me in five years.

Retailers going belly-up

So far of note: J. Crew (clothing), Neiman Marcus (sort of like HBC – higher end generalized department store), Aldo (shoes).

Pier 1 (homewares) didn’t even need the Coronavirus to take it down.

These are all American, but in Canada some other notables (it’s actually odd how there aren’t a lot of retail companies publicly traded on the TSX – I’m excluding the food-related companies here):

Reitmans (TSX: RET.A) – stock trading at 12 cents – this one isn’t as clear-cut, mainly because at the end of January 2020 they had $89 million in cash in the bank, and the only liabilities were their massive lease payments outstanding. Their business (mid-stream business casual women’s fashions) is a terrible sector. They did caution “the Company estimates that it will need financing to meet its current and future financial obligations”, which is never something you want to be reading, but a bit paradoxical given their still relatively strong cash position. At a market cap of just under $6 million, the market is saying this one is worth way more dead than alive.

Roots (TSX: ROOT) – looks pretty ugly. Debt on the balance sheet combined with an operation that’s not making money, means they’ll have to get more credit in order to continue. Margins are decreasing, expenses are rising, it isn’t looking very pleasant.

Indigo (TSX: IDG) – The only big debt they have is their lease payments, while their retail operation isn’t bleeding THAT much. It’s kind of surprising to think on a normal full-year cycle they do make money. But from March 1, 2018, their stock graph has been a 30-degree ski slope downhill. It’s rare to see declines this smooth. Also, at the end of December 2019, they have $66 million in unredeemed gift card balances. Amazing.

Invest in a gold miner, get a solar project

Alternative title: Gran Colombia Gold’s confusing capital allocation strategy, part 4; (See also: Gran Colombia Gold’s confusing capital allocation strategy, part 1, part 2, and part 3)

(This was supposed to be published the evening of May 5th, but for some reason, I forgot to hit the button until May 11th)

One of the reasons why one of my policies are to be very, very careful before investing in any gold mining equities is that management in these industries is usually less than efficient with shareholder capital, especially when they have lots of it. Right now things are flying high in the gold mining industry because of the US$1,700/Oz commodity price and the general public fear and panic out there due to the aftermath of COVID-19, and looming large government deficits, and just general doom and gloom.

My personal take on the matter is if you believe gold is going to do well, just invest in long-dated commodity futures at a reasonable amount of leverage instead of playing around with companies that are most likely blow your capital away.

Or you can take a debt investment in such companies, where in that case you don’t really care how much management blows shareholder capital short of stunting their ability to pay you back, but a debt investment (in non-distressed situations) defeats the purpose of investing in such companies (i.e. you want double digit returns).

Imagine my thoughts when Gran Colombia Gold (TSX: GCM) announced the following:

Gran Colombia Gold Corp. (TSX: GCM; OTCQX: TPRFF) announced today that it has signed a Letter of Intent (“LOI”) with Renergetica Colombia S.A.S. (“Renergetica”), a subsidiary of Renergetica S.p.A., a developer in the field of renewable energy and of the smart grid worldwide and an independent power producer and asset manager for third party investors. The LOI encompasses Gran Colombia’s acquisition, through its Segovia Operations, of a solar project with a total installed capacity of 11.2 MW of power called “Suarez”, located in the Tolima Region, Colombia (the “Suarez Project”).

Lombardo Paredes, Chief Executive Officer of Gran Colombia, said, “As the leading gold and silver producer in Colombia, we focus our ESG programs on health, education, community and the environment in the areas in which we live and operate. We see the opportunity to invest in renewable energy initiatives, such as the Suarez Project, as the next step in doing our part to combat global warming. With the new Suarez plant, approximately 10,300 tons of CO2 per year will not be released into the environment. We look forward to partnering with Renergetica to make this solar project a reality.”

The Suarez Project is the first project of a pipeline under development by Renergetica in Colombia. Expected to have a 30-year life, the Suarez Project will connect to the Colombian National Electric System and will become operational later in 2020. The capital cost of the Suarez Project, expected to total approximately $8 million, may be financed by up to 70% through local banks involved in “green financing” and will benefit from special tax incentives in Colombia on investments in renewable energy.

Recall on March 1, 2019 the company attempted to raise financing, citing that they wanted to accelerate drilling in their Segovia mine, even though they had sufficient cash on hand and cash flows to do it internally. They have done a couple financings since, in addition to more financings on their separately publicly traded entities (other gold mining projects). You can at least make a justification for raising capital and spending it in majority-owned public entities in the name of gold mining.

But this press release to invest capital in a solar project in the name of ESG? If I owned shares in GCM (I do not), I’d be really wondering.

Hence the title of this post – I invested in a gold mine, but I got a solar project instead!