The Teck Sweepstakes, Round 4

Previous edition (Round 3).

On April 26, 2023, Teck had to tuck in its tail and announce that the division between its mining and coal units would be postponed and that the board would consider a more simplified option. They could not get a 2/3rds majority vote.

Today, we have news that a Canadian mining titan, Pierre Lassonde, is interested in purchasing the coal mining unit of Teck for an undisclosed price.

This isn’t exactly a known secret – there was an article just a month ago about this.

My guess is that this is just media-baiting to facilitate more selling of the stock.

Price is everything. Using an unlevered 2x/EBITDA (which would be a price that clearly anybody would salivate getting a relatively stable business for), the coal unit would fetch a pre-tax $15 billion, or just under half of Teck’s market cap.

Perhaps the scheme is to put up $5 billion in equity, and borrow $10 billion (half of it can be a flat-out debt offering, and the other $5 billion can be functionally borrowed from Teck in exchange for a 5-10% perpetual revenue royalty or some other form of financial engineering), and suddenly you have the makings of a very asymmetric transaction – on the buy-side, your ROE will be insanely huge, while on the sell-side, Teck hopes to receive a re-rating on its stock AND retain some cash flow to fund the capital expenditures of your future copper mines. Win-win!

Glencore would surely be interested in the assets as well, but in either case, the palms of the government will have to be greased to facilitate this.

From a psychological standpoint, it feels like that the cited pipeline of physical copper shortages is reaching a feverish pitch. It is being spoken as if it is conventional wisdom, and that makes me very cautious with respect to the market.

I remember this script playing out before – Potash Corp was going to be taken over by BHP in 2010, but the government put the brakes on this in short order. A strategic difference is that Teck’s copper operations mainly lie in South America, while Potash Corp’s reserves were in Canada.

However, Teck’s coal mining operation is situated in British Columbia. Perhaps Lassonde thinks that he can obtain the assets for cheaper than Glencore via less regulatory stress.

Teck’s stock is trading at a price that it has not seen for over a decade. Teck’s history in the past has always been punctuated by massive booms and busts – with the current cycle obviously being in boom territory (fortunes were made if you got in during the busts!). While it is likely that their copper operations will make bundles of money, the question then becomes one of valuation – my deep suspicion is that this baseball game being played is down to the last three innings. I also very much doubt that shareholders are going to get an exit decided for them (i.e. I think the chances of an outright sale of the coal unit and a subsequent special dividend is next to nothing). There’s too much of a management incentive to keeping the company’s gravy train going for at least another few years.

Finally, in today’s edition of “everybody has to be a macroeconomist to invest in this market”, while all indications suggest that the economy is still humming along, commodities at the later stages of an economic cycle are the textbook asset that you don’t want to be exposed to. There are other mitigating factors (i.e. the inflation and monetary policy situation), but given the contraction of liquidity in the US (not to mention the looming debt crisis), coupled with mixed messages, makes me very defensive about matters. My crystal ball, while seeing some patches of clarity here and there, still remains considerably murky.

Costs matter – a brief look at coal

There is a paradoxical rule in investing that when you anticipate the underlying price of whatever a company sells to rise, you want to be invested in a higher cost producer. The reason for this is embedded leverage. In a flat to declining price environment, you want to be invested in the low cost producer.

An example will suffice.

Say the market rate for widgets is $100. Company A (high cost producer) can make widgets for $90 a piece, leaving $10 of profit per widget. At a 10x multiple, the company would be worth $100 a widget. If the price of widgets goes up to $200, the company would be worth $1,100 a widget, 11x your money at the same multiple.

Company B (low cost producer) makes widgets for $50 a piece, leaving $50 of profit per widget. At the same multiple, it would be worth $500. If the price of widgets goes up to $200, Company B would be worth $1,500 or a mere 3x. Not bad, but nowhere close to the high cost producer.

The reverse is true – especially if the price of widgets goes below the costs of some producers. If the price of widgets goes to $70, Company A will suffer (they will have to dig into their balance sheet), while Company B will still make a living.

Markets can anticipate these leverage effects and compensate valuations accordingly – in particular price to earnings multiples decrease as prices increase. But over market cycles, costs matter.

I’m looking at earnings of coal companies, and the contrast between ARCH and BTU is quite striking.

In Q1-2023, ARCH produces its metallurgical coal at a cash cost of US$82.66 per short ton, while BTU is $151.13. In Q4-2022, HCC was $123.40, while AMR was $112.97. Teck reported US$103 per metric ton, which is about US$94 per short ton. (In the case of Teck, there is a bit of an accounting fudge factor as some of this cost is the amortization of “capitalized stripping”, which creates unevenness in cash flows, a technical matter well beyond the point of this discussion).

As met coal prices come back down to earth (they were as high as US$450 per short ton last year and are roughly US$260 or so presently), low cost producers should start to feel the pinch on their cash flows.

It leaves the question why one would want to invest in a company producing a commodity in a lowering cost environment, and that is where some market skill comes into place – there is an anticipation of cyclicality in these companies. You can also play expectations against each company by engaging in pair trading – long one, short another (and pray that your short doesn’t get bought out).

However, there is one raw number that really counts – cash dividends. If you’re going to get paid a reasonable return on equity, it still might be good enough.

In this respect, ARCH’s 50/50 plan (which is giving 50% of free cash flow directly off as special dividends and the remaining 50% for debt/capital/remediation/buybacks) has a certain elegance to it. As more shares get repurchased, the amount of the dividend that gets distributed will rise over time. It is like a very strange version of dollar cost averaging except the company is deciding to do it for you.

In 2022, ARCH gave out about $25/share in dividends. I do not anticipate this level of distribution will continue. For one, they will start paying significant cash income taxes which will reduce the dividend stream. However, there is a reasonable chance that the cash payouts will continue being in the double digit percentages, coupled with share appreciation through buybacks. Another paradox about having high amounts of cash flows is that you want to see the stock price lower, not higher – the reason is because reinvestment (in the stock) can compound at higher rates when done at lower prices.

It would not shock me in the least to see some more consolidation in the sector. We’re already seeing Teck trying to avoid one.

Also, for reference, read my December 2019 post on Arch. Even after Covid-19, this write-up is aging pretty well.

The Teck Sweepstakes, Round 3

In today’s episode, “Teck approached by Vale, Anglo American and Freeport to explore deals after planned split, sources say“, in addition to the controlling Class A shareholder releasing a carefully fine-tuned statement to keeping all doors open.

Glencore’s 7.78 shares per Teck Class B share is currently worth about CAD$63 on the market, while Teck shares are trading slightly above this.

What is a potential paper napkin valuation?

Freeport McMoran in 2022 posted an EBITDA of $9.3 billion and sports an enterprise value of US$74 billion, or about an 8x multiple.

Teck in 2022 posted an EBITDA of CAD$10.2 billion, consisting of $1.84 billion on Copper, $1.04 billion on Zinc, and $7.36 billion on coal.

Arbitrarily giving a 8x valuation on copper and zinc, and a 2x valuation on coal (looking at ARCH as a comparator here), gives an EV of CAD$38 billion. Teck’s EV today is about CAD$40 billion.

However, this does not include the impact of Teck’s 70% ownership of the QB2 project coming online, which will fully add a huge amount of contribution margin.

The economics are mostly intact from the 2018 business case, short of copper costs projected to increase from US$1.30/pound to US$1.50/pound in 2024.

The contribution at US$4.00/pound copper is expected to be around CAD$2.2 billion EBITDA at 100% project basis – or about CAD$1.5 billion at 70%. Add in the increased costs and let’s say it levels off at around CAD$1.3 billion.

Add $1.3 billion at 8x and you get another $10 billion added to the EV, or about a CAD$48 billion bid. It’s around CAD$75/share.

There is plenty of wiggle room from the current market price of CAD$65.

One is that coal is undervalued at 2x EBITDA. While it is being discussed as the throwaway asset, it obviously is generating a ton of cash at present. While met coal prices have tapered considerably since 2022, it is still a wildly profitable asset – it is more likely that the operation will be given a higher multiple as the commodity price decreases.

Another is the valuation of the mining reserve pipeline. QB2, for instance, has a huge reserve.

Obviously Teck will want to make its acquisition as expensive as possible. I’m guessing around CAD$70-75 and something gets done.

The Teck Sweepstakes, Round 2

In the second round of the Teck and Glencore corporate soap opera, Glencore responds to Teck’s rejection with the following:

Glencore continues to believe that CoalCo’s combined thermal and coking coal assets would position it as a leading, highly cash-generative bulk commodity company which would attract strong investor demand given its yield potential. However, Glencore acknowledges that certain Teck investors may prefer a full coal exit and others may not desire thermal coal exposure.

Accordingly, Glencore has proposed to the Teck Board to introduce a cash element to the Proposed Merger Demerger to effectively buy Teck shareholders out of their coal exposure such that Teck shareholders would receive 24% of MetalsCo and US$8.2 billion in cash. This valuation is in line with both (i) the implied enterprise value of Elk Valley Resources (“EVR”) and the Transitional Capital Structure owned by Teck shareholders based on the Nippon Steel investment under the proposed standalone separation into Teck Metals and EVR (the “Proposed Teck Separation”), and (ii) the upper end of the valuation ranges of EVR provided by Origin Merchant Partners, in its fairness opinion to the Special Committee of the Teck Board.

Glencore clearly knows that Teck is going to reject this proposal, but they still want to keep in the limelight for the next couple rounds of this drama. There’s more action to come before the April 26, 2023 meeting to confirm (or reject) Teck’s proposal to its shareholders.

My guess is that Glencore will be offering around CAD$70/share for Teck in some very strange contingently valued offer (least of which is that the April 26 meeting no longer take place). Money speaks, and this situation is certainly no exception. It’ll probably be a good time to punch out the clock at that point – this is faintly reminding me of what happened to Potash Corp (now Nutrien) roughly a decade back.

The Teck Sweepstakes!

Glencore: Proposed Teck merger and coal demerger

What the heck is a “demerger”? Rhetorical question.

I see two events going on here. The very public event is the following slide on copper:

Glencore makes a case that there is a strategic synergy to utilizing QB2 facilities to improve efficiencies on its own project (Collahuasi), which you can see on a map are relatively close together:

It is a geographical advantage that the others (specifically BHP) does not have.

But really, this merger is all about coal.

With Teck, Glencore picks up 10 million tons a year of production and this will nearly double its Canadian production.

When working in its entire base of met and thermal operations, if you believe the slide deck, it will generate CAD$14 billion pre-tax cash. Needless to say, this would be a lot of money.

At Glencore’s stock price of about $7.60/share, it prices Teck (Class B) at around CAD$59/share. Notably this is below 10x analyst forward estimates, but given that most of the Capex has already been spent on QB2, Teck’s future free cash flows will be immensely higher in the future.

Thus, the price has to go higher. In addition, after the coal spinoff was announced, the market had Teck go up to around $62/share and I think that will be a psychological anchor point as a minimum.

Because Teck has a dual class structure, there is some inside baseball going on with the Class A shares. It could be possible they will be offered a sweetened deal, especially to the exclusion of Class B shareholders, and eventually agree to it.

There are cases where you hit the sell button after a proposed takeout offer. There are times where you hold on and wait for a better offer. The latter is likely the case.

I’m guessing a deal gets done in the mid to upper 60’s.

If not, there’s a ton of cash flow to be distributed in the future, especially with the Elk Valley spinout – will be interesting to see how much the market puts a price on political correctness.

After that, however, will be a regulatory nightmare that will make Shaw and Rogers look simple.