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Ackman Sells Options, Buys Target Shares

True to his word it appears Ackman is going for the long haul in Target (TGT). My guess is his TIP REIT idea is not dead and rather have a large option position that management used against him in the proxy fight, he is going to own shares.

It is a good idea. Rather than allow them to say he simply wants a quick profit before his options expire and cares nothing about the long term health of the company, he in one fell swoop both takes that argument away from them and also bolsters his own “I own more shares than management and have more a a vested interest” argument.

Looks like we have another battle brewing….

From the filing:

Item 1. Security and Issuer.
This Amendment No. 9 to Schedule 13D (this “Amendment No. 9”) amends and supplements the statement on Schedule 13D originally filed on July 16, 2007 (the “Original Schedule 13D”), as amended by Amendment No. 1 through Amendment No. 8 (the Original Schedule 13D as amended and supplemented by Amendment No. 1 through Amendment No. 8, the “Schedule 13D”), by (i) Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”), (ii) PS Management GP, LLC, a Delaware limited liability company, (iii) Pershing Square GP, LLC, a Delaware limited liability company, (iv) Pershing Square Holdings GP, LLC, a Delaware limited liability company, and (v) William A. Ackman, a citizen of the United States of America (collectively, the “Reporting Persons”), relating to the common stock, par value $0.0833 per share (the “Common Stock”), of Target Corporation, a Minnesota corporation (the “Issuer”, the “Company” or “Target”).
As of August 7, 2009, as reflected in this Amendment No. 9, the Reporting Persons are reporting beneficial ownership on an aggregate basis of 32,994,586 shares of Common Stock (approximately 4.4% of the outstanding shares of Common Stock), which include shares of Common Stock and shares subject to certain stock-settled American-style call options.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented as follows:
As of May 26, 2009, the date of the last amendment to this Schedule 13D, the Reporting Persons beneficially owned approximately 7.8% of the then outstanding shares of Common Stock, consisting of 3.3% in shares of Common Stock and 4.5% in stock-settled call options. As a result of the transactions reported in this Amendment No. 9, the Reporting Persons sold options and engaged in net purchases of shares of Common Stock, resulting in a net increase of Common Stock ownership of 0.2% and a decrease of beneficial ownership to 4.4%, consisting of 3.5% in shares of Common Stock and 0.9% in stock-settled call options.

Item 5. Interests in Securities of the Issuer.
(a), (b) Based upon the Issuer’s quarterly report on Form 10-Q for the quarterly period ended May 2, 2009, there were 752,279,589 shares of Common Stock outstanding as of June 3, 2009. Based on the foregoing, 32,994,586 shares of Common Stock (which includes Common Stock and physically-settled listed and over-the-counter American-style call options), representing 4.4% of the shares of Common Stock issued and outstanding, are reported on this Amendment No. 9.
As of the date hereof, none of the Reporting Persons owns any shares of the Common Stock other than as reported herein.
Item 5(c) of the Schedule 13D is hereby amended and restated as follows:
(c) See the trading data for the last 60 days attached hereto as Exhibit 99.1. Exhibit 99.1 is incorporated by reference into this Item 5(c) as if set out herein in full.
Except as set forth in Exhibit 99.1 attached hereto, within the last 60 days, no other transaction in shares of the Common Stock or derivative securities were effected by any Reporting Person.

Link to trading data


Disclosure (“none” means no position):nONE

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Heckman Files 10Q…Progress

Been about a month (3 weeks) since we first talked about this intriguing pick. I have not bought shares (up 13% since then).

One interesting note is that on Aug. 10th the board authorized they approved a 1-year extension of the Company’s discretionary equity buy-back plan and an expansion of the plan to include common stock. Under the broadened plan, the Company may purchase warrants and up to 20 million shares of common stock in open market and private transactions through December 31, 2010, at times and in amounts as management deems appropriate, subject to applicable securities laws. 20 million shares is 18% of the outstanding total as of 6/1/2009.

Heckman said:

Mr. Richard J. Heckmann, Chairman and CEO of Heckmann Corporation, stated, “We have successfully closed both of our pending diversified water business transactions and are currently in the process of installing a 40-mile pipeline that will serve customers seeking to dispose of saltwater and frac fluid generated in oil and gas operations. Once this pipeline is operational by year-end, we expect a substantial contribution to revenue and earnings from our new subsidiary Heckmann Corp.

“We also made significant progress during the second quarter on our China business strategy,” Mr. Heckmann continued. “Renovation and installation of our bottled water and non-carbonated drink facility in Xi’an is nearing completion, which will significantly improve our capacity and utilization metrics as we service major contracts like Coca-Cola China as well as other recently established bottling and servicing contracts.

“We also bolstered the management team and continued optimizing the financial reporting structure in China as we prepare to fully participate in the growth and expansion that experts and economists are predicting for that region over the long term. At the same time, we recovered a portion of shares and warrants issued to former China Water insiders and are confident that we will fully execute this plan in due course. We expect to obtain a final determination on the purchase price allocation for our China Water acquisition during the current quarter. Our cash and investment balance remained essentially unchanged for the second quarter, and we maintained a strong balance sheet that holds approximately $298 million in cash and investments as of June 30 — ample resources to pursue our acquisition objectives, continue the optimization of current assets and maximize opportunities in our businesses as they unfold,” Mr. Heckmann concluded.

The business is tracking as one would like to see since Q1. It would appear the China water business, once they clear out the mess has great potential with existing contracts and the expansion of the business with Coke China.

Greer exploration is in a great business that will just keep producing revenues as its services are essential to the industry it serves.

What remains to be seen it what happens next. The $298m cash on hand is essentially 75% of the companies current market cap and there still is zero debt. I like that a lot as it provides huge flexibility AND allows the company to make the right long term decisions with the pressure of creditors.

Still not 100% sold yet BUT am becoming more interested. Will keep on it.

Heckman 10Q Q2 2009


Disclosure (“none” means no position):

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Compass Diversified Q2 Results & Earning Call Notes

A solid if unspectacular quarter. One has to be struck by the optimism expressed on the call.

Key quote (paraphrase):

“We are excited about the current and upcoming acquisition environment and see the bid/ask gap that exists in the private company sale market narrowing. We are in the unusually advantageous position of being able to deploy capital without the assistance of 3rd party financing”.”

Other Comments:

  • Also any acquisition will be immediately accredive to earnings.
  • It is reasonable for one to think an acquisition will be done in 2009 or early 2010…
  • Regarding bid/ask spread, the “ask” price is coming down either from more realistic expectations or urgency on the part of the seller.
  • Expect employment trends to move to 4.5%-5% contract labor. Will have a huge effect on staffing industry

Listen to the earnings call here

CODI News 2009-8-10 General


Disclosure (“none” means no position):Long CODI

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Davidson: Why did REIT's "Melt Up"?

“Davidson” sent this to me last week (Aug 5th) when I was away”

REITs displayed dramatic upside performance and many have asked why. This sudden move is in the face of continued and wide spread headlines that commercial real estate continues to face a tsunami of frozen debt that according to many will create the next great financial crisis. Many view the market activity of yesterday as irrational and insane and refuse to be drawn in.

I offer a different view. For some time I have alerted clients to the actions of investors deemed insightful by other insightful market participants. Often when most are acting on the headlines, there seems to always be a few savvy investors taking a contrarian position that much later proves to have been savvy. I think the untold story of yesterday was hidden in the headline and not visible unless one had been in the habit of following key individuals.

I ascribe yesterday’s events to Donald Trump recapturing the Atlantic City Casino property he once held by partnering with Andrew Beal of Beal Bank. Trump has been considered savvy, but Andrew Beal has been considered by many to be very sensitive to investment valuation. I think his participation in Atlantic City Casino has sparked some to view his action as signaling that values are attractive and some investors at least have become more bullish. Forbes ran a profile on Andrew Beal on April 3, 2009 which you can access using the URL below:

http://www.forbes.com/2009/04/03/banking-andy-beal-business-wall-street-beal.html

There are many examples of contrarian activity by key individuals that in hindsight can be shown to have been helpful with investment decisions. Part of my research effort is focused on the identification of as many of these individuals as possible. I monitor their activity and market commentary in conjunction with an asset class Return/Risk analysis. I find that this effort very helpful.

In my opinion yesterday’s “REIT “Melt Up!” is due to Andrew Beal.


Disclosure (“none” means no position):

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Davidson: Why did REIT’s “Melt Up”?

“Davidson” sent this to me last week (Aug 5th) when I was away”

REITs displayed dramatic upside performance and many have asked why. This sudden move is in the face of continued and wide spread headlines that commercial real estate continues to face a tsunami of frozen debt that according to many will create the next great financial crisis. Many view the market activity of yesterday as irrational and insane and refuse to be drawn in.

I offer a different view. For some time I have alerted clients to the actions of investors deemed insightful by other insightful market participants. Often when most are acting on the headlines, there seems to always be a few savvy investors taking a contrarian position that much later proves to have been savvy. I think the untold story of yesterday was hidden in the headline and not visible unless one had been in the habit of following key individuals.

I ascribe yesterday’s events to Donald Trump recapturing the Atlantic City Casino property he once held by partnering with Andrew Beal of Beal Bank. Trump has been considered savvy, but Andrew Beal has been considered by many to be very sensitive to investment valuation. I think his participation in Atlantic City Casino has sparked some to view his action as signaling that values are attractive and some investors at least have become more bullish. Forbes ran a profile on Andrew Beal on April 3, 2009 which you can access using the URL below:

http://www.forbes.com/2009/04/03/banking-andy-beal-business-wall-street-beal.html

There are many examples of contrarian activity by key individuals that in hindsight can be shown to have been helpful with investment decisions. Part of my research effort is focused on the identification of as many of these individuals as possible. I monitor their activity and market commentary in conjunction with an asset class Return/Risk analysis. I find that this effort very helpful.

In my opinion yesterday’s “REIT “Melt Up!” is due to Andrew Beal.


Disclosure (“none” means no position):

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Recent Dow Chemical Debt Offering Saves Dow Ag.

There is now no reason to sell Dow Ag unless Dow Chemical (DOW) CEO Andrew Liveris intends to commit career suicide.

From the press release (emphasis mine):

Midland, MI – August 4, 2009 – The Dow Chemical Company (NYSE: DOW) today announced that it priced a $2.75 billion underwritten public offering of debt securities, including $250 million aggregate principal amount of floating rate notes due 2011, $1.25 billion aggregate principal amount of 4.85% notes due 2012, and $1.25 billion aggregate principal amount of 5.90% notes due 2015.

Dow intends to use the net proceeds of the offering to repay borrowings under the Company’s bridge loan, and for refinancing of other outstanding indebtedness. Borrowings under the bridge loan were incurred to pay a portion of the purchase price for Dow’s acquisition of Rohm and Haas Company.

Together with previously announced asset sales totaling $3.3 billion of gross proceeds (expected to be completed by year-end), today’s capital raising efforts will enable Dow to completely retire the outstanding balance of the bridge loan facility well ahead of its end-of-year commitment.

“Once again, investor confidence in Dow’s long-term strategic direction has been underscored with the completion of yet another oversubscribed debt offering,” said Andrew N. Liveris, chairman and chief executive officer. “When combined with proceeds from the asset sales we have already announced, this offering will enable us to fully pay down our bridge loan. It is further evidence of the Company’s commitment to enhancing liquidity and financial flexibility. At the same time, this provides us with more options in how we execute future non-core divestitures in order to further de-lever our balance sheet and free up capital for ongoing investments in our advanced materials, agricultural sciences and performance portfolios.”

There is no reason to throw that last line in unless you are signaling to the world that you intend to invest heavily in these areas and there is no reason to invest heavily in an area that you intend to sell soon. Why? Any investment in Dow Ag will not bear fruit for some time (years). That is simply the nature of the business. On does not discover a new genetic trait for corn to make it more drought resistant and bring that product to market in less than 2-4 years. That being said, there would be no reason to continue to make these investment if the possibility of a sale was definitive….none.

CSFB analyst John McNulty wrote the following:

  • DOW took yet another step (the 7th one since their acquisition of ROH) towards their de-leveraging goal, this time with the issuance of $2.75 billion of debt securities, and is now well ahead of their original debt reduction targets
  • This debt issuance along with the roughly $2.8 billion of proceeds from all of the pending asset sales essentially eliminates all of DOW’s near-term maturities ($4.1 billion on the bridge loans and $1.9 billion of legacy DOW debt coming due) and increases the company’s financial flexibility
  • DOW has dramatically improved its B/S since the ROH acquisition by reducing its risk tied to near-term maturities and now has greater financial flexibility for ongoing investments in its core business
  • There are also further catalysts in DOW’s horizon including the monetizing of the old K-DOW assets and/or Styron

This news follows successful debt and equity offerings in May when Dow raised $2.25 billion in new equity and $6 billion in new long-term debt. The latter was three-times oversubscribed.

Through a combination of these capital raises and asset sales, the company will be able to repay it well ahead of its year-end target date to repay the $9.2 billion bridge loan that it had used to complete the Rohm and Haas acquisition. Dow has announced asset sales totalling $3.3 billion of gross proceeds, including the sale of Morton Salt, its stake in the Dutch refinery TRN, and its calcium chloride business to Occidental Petroleum.

In other words, no Dow Ag sale…..


Disclosure (“none” means no position):Long DOW

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Use Your iPhone or Blackberry to Buy a Car?

Before you slough this off as being “years away”, take a look at where we are going with this already. AutoNation (AN) has teamed with Velocitude to give it the first smart phone friendly auto dealer website out there.

Currently users can search for a vehicle using several parameters (price, type, make etc.) and then located one at a nearby dealer. In the future users will be able to schedule a service appt. from their smart phones and, get notifications when a specific vehicle they want is available near them.

What will this do for AutoNation?
Drive Transactions:
Allow customers to search for new and used vehicles anywhere, anytime. They will also enabled customers to schedule service appointments in real time from their mobile device. This will make Service Programs much more effective.
Capitalize on Lost Sales Opportunities:
Consumers are frustrated from mobile web browsing because most websites are designed for desktop and laptop browsing. AN’s new Mobile Platform will make its business easily accessible and usable from almost any mobile device.
Increase Effectiveness of Marketing Campaigns:
Expand reach of Promotions, Loyalty Programs and Coupons through a mobile device.
Build Brand Awareness:
Create excitement around product introductions. Share product usage benefits.
Deliver an Improved Customer Experience:
After deployment, AN will use our mobile analytics to constantly improve the relationship
between them and their customers.

So is this a panacea for AutoNation? No, but it does move the needle more towards them. Already gaining market share as thousands of dealers across the US shutter their doors, this is another move to help AutoNation to pull away from the pack. It is about branding.

Think of it this way. You are a car buyer looking for another Chevy Suburban for your family. There may be 4 or 5 dealers within 20 miles of you depending where you live. If you are out looking for cars, now at any location you can find a vehicle you may like at a price you want to pay on the road, at your leisure. What AutoNation is doing is giving potential buyers another reason to choose their dealers over the others. They are moving the auto dealership model into the comfort zone of a growing percentage of auto buyers. That can only help as we move forward from 2008-09.

As this site becomes more interactive with users, its benefits will grow. It will be interesting to watch that unfold.

What does Velocitude do?

VELOCITUDE puts your business in the hands of your customers by taking the content of your existing website and making it available in a format customized for a mobile device.
When browsing the web from a mobile device, such as an iPhone, Blackberry, Palm or Android,
today’s consumer wants an experience similar to that obtained on their computer. We meet that
need. Our Mobile Platform also enables updates to be made in real-time to your mobile site as
changes are made to your main website — with no strain on your internal IT resources.


Disclosure (“none” means no position):Long AN

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Bull Case for Natural Gas..

Got an email when I was on vacation from a reader in the natural gas industry (UNG). He asked to remain anonymous due to his position (of course I oblige) and I received permission to repost his comments. Being long UNG, I found his commentary backs my bullish stance on the commodity.

The reader says…

…..read the XTO and EOG and RRC and FST and CHK conference calls.. Those guys are some of the best in the business and I haven’t seen them this bullish in years. There are good discussions about why nat gas production is about to fall off the cliff in Q4 and that all the focus on the storage numbers each week is irrelevant.

EIA published its last production report and it showed a 0.8% DECLINE in production in May even though production in Louisiana and Oklahoma grew. It is called the EIA-914 monthly natural gas report. Big decline curves in Texas combined with the drop in rigs is finally showing up in the numbers. But I have been in this business 25 years and know”it doesn’t matter until it matters”.. And since 90% of “investors” are really just day/swing traders, none of those guys are paying any attention to what is really going on..

Things you will hear on the calls..

  • EOG is completely UNHEDGED for 2010.
  • CHK took OFF hedges for the back half of 2010.
  • XTO is 40% hedged at $10 mcfe and waiting to put more on.
  • FST is seeing production declines in the Rockies.
  • EOG and CHK have internal models that are predicting 2-5 BCF declines by next year.
  • ECA and CHK are starting to shut in production.

Basically it comes down to big decline curves in Texas more than offsetting the ramp in production in the Marcellus and Haynesville and the hurricane damaged production in the Gulf versus the weather (el nino) versus industrial production usage returning..

Here is the report he references:
EIA-914_ Monthly Natural Gas Production Report

From the EOG earnings call:

Our view of the North American gas and oil markets is consistent with our previous earnings call, except that we’ve become more bullish regarding 2010 and 2011 gas prices. We still expect North American gas prices to remain quite low through year-end. As you know, we’ve historically devoted a lot of work to developing domestic gas supply models and we think our
current model is the most granular and best we’ve ever built. It’s telling us that December 2009 domestic production will be 4.8 Bcf a day lower than year-end 2008 and this deficit will deepen further throughout 2010.

When added to the Canadian supply drop of at least 0.8 Bcf a day, we expect the gas market to turn sometime early in 2010 almost regardless of what happens to LNG imports. Everybody seems to be focusing on the supply growths from new horizontal plays, but the 800 pound gorilla in the
room is Texas vertical gas production. This represents the largest single block of production in the U.S. 16.3 Bcf a day in December ’08, and the rig count here has fallen from 450 rigs in January 2008 to 145 rigs today.

Our model shows production from this large segment of domestic production will fall from 16.3 Bcf a day at year-end ’08 to 13.2 Bcf a day by year-end ’09 and then 11.6 Bcf a day by year-end 2010 down 4.7 Bcf a day over two years. In my opinion, this is the most important well population that people should be focusing on if they want to understand what’s going to happen to gas supply over the next 24 months.

From the XTO call:

If we just take a little look at U.S. gas production for a moment, we from the very beginning have said you would not see U.S. gas production drop until May. Looking at the EA 914, you’re down about half a B a day from April to May, which is what we anticipated.

If you were to maintain that same fall for the next seven months of the year, you could potentially be down four Bs a day in U.S. natural gas productions. We’ll wait to see but that’s not an unreasonable number. If we look at EA 914 and break it down to onshore only, we’ve actually been down five in the last seven months and we’re off 1.7B a day just in U.S. gas production onshore.

What’s made the difference is onshore has been coming back on because of the hurricanes and is up 1.1B today and that’s the real difference in what you’re seeing. So I think you are seeing the decline that we’ve all talked about with U.S. natural gas recount dropping from 1600 to 675, and you will continue to see that, which should set you up for rebound in natural gas prices going forward.

If you’re over supplied 3 or 4Bs a day that would indicate you should be balanced by the end of the year. Obviously, there’s a lot of the year left to go. We do have the next 90 days will be very interesting as storage is relatively full at this point in comparison in history, and you may have some gas on gas competition as you get into the September and October timeframe. But I think we are setup as we’ve all talked about for a rebound in natural gas prices in ’10.

From the CHK call:

I would point out, though, that with the rig count having dropped, for natural gas, to well below 700, and kind of leveled out in the 675 or so rig count range, that really sets the stage for natural gas prices to decline materially into the back half of this year and the first half of next year.

We have seen a slow steady climb in gas production from 2005 through March of 2009. And it’s leveled off to a very slow sequential decline through the summer, but that should pick up dramatically and we can see production decline on a year-over-year basis, of perhaps as much as 2.5 to 3 Bcf per day by the end of the year, approaching 5 Bcf a day down year-over-year by late spring early summer next year.

More from CHK here

Now this will take some time but prices for natural gas simply cannot stay this low for very long. ANY economic recovery will push prices higher….fast..


Disclosure (“none” means no position):Long UNG

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RHI Reports Q2

The case for RHI Entertainment (RHI) and the expectation we had when we first looked at it still stands. Q1 and Q2 were expected to be poor and they were. Q’3 and 4 were expected to show a marked improvement and based on what is in production and what is expected to be delivered, that is also the case.

SEC filing:
RHI Q2

This one will require some patience although after Q3 is reported, if we do not see some real progress, we may want to take a look at reconsidering or at least tearing apart the investing thesis and starting order to see if we come to a different conclusion.


Disclosure (“none” means no position):Long RHI

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Compass Diversified CEO on FOX Biz..

This is a quick video but for those who do not want to watch, here is the salient point.

CEO Massoud does a great job in the three minutes allotted him in describing the principle difference between his company, Compass Diversified Holdings (CODI) and the KKR’s and Blackstone’s (BX) of the world.

Of course the gang missed the opportunity to ask him what he may be doing with it in term of potential deals but that is another point I guess.


Disclosure (“none” means no position):Long CODI, none

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Compass Diversified CEO on FOX Biz..

This is a quick video but for those who do not want to watch, here is the salient point.

CEO Massoud does a great job in the three minutes allotted him in describing the principle difference between his company, Compass Diversified Holdings (CODI) and the KKR’s and Blackstone’s (BX) of the world.

Of course the gang missed the opportunity to ask him what he may be doing with it in term of potential deals but that is another point I guess.


Disclosure (“none” means no position):Long CODI, none

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AAA CMBS Market has Been Rallying

Thought you folks might want to know this because, you know, it has been ignored by just about everyone.

From GlobeSt.com:

Spreads on AAA-rated CMBS have narrowed by 100 to 150 basis points as a rally in these securities continues for the second straight month, particularly in five-year triple-A paper, according to a new report from Trepp. Predictably, the spreads have narrowed more on loans backed by stronger collateral, Trepp says. The narrowing has occurred even amid what the CMBS information provider calls “continued negative headlines.”
Tom Fink, SVP at Trepp, tells GlobeSt.com that “the pricing is tightening up because people see that there’s an opportunity for doing a profitable trade by buying the bonds and then securing financing through the Federal Reserve’s TALF loan facility. That should provide a fairly stable underpinning for the five-year spread at least through the end of the year, which is how long the program is currently scheduled to last. If at the end of that, people start to see a good tone in the market and the performance of commercial real estate stops deteriorating, it could become permanent.”

Still to come are deals on new CMBS through TALF, but Fink says “the market’s fully expecting that there will be new issue on the TALF program between now and the end of the year. You have a number of large institutions that have talked to the Fed and they expect to pursue deals with the Fed. There’s plenty of folks down in Washington who are suggesting that it be continued a lot longer.”

Fink says he doesn’t expect the prospect of further actions by ratings agencies to discourage would-be buyers of CMBS paper. “The ratings agencies have taken their actions,” he says. “Now it’s a matter of the agencies moving through whatever watch lists they’ve put out. So regarding the uncertainty caused by people asking ‘what are the rating agencies going to do?’ well, now they’ve already done it, and it’s priced into the market at this point.”

At the same time, Trepp predicted that the delinquency rate on CMBS loans could double before 2009 is over. Given the decline in property values and drought of capital, “I don’t think it’s out of the question to predict that it could hit 6% to 7% by the end of the year”” says Fink.

Historically, he says, CMBS delinquency rates have lagged the economy by 12 to 18 months. “The Bureau of Economic Research said the recession started in the fourth quarter of 2007, and we saw delinquencies start to climb dramatically in the first quarter of ’09. We’ve got another nine months of rising delinquencies before that lag effect starts to work itself out.”

However, this will not deter investors’ interest in the paper. “You’ve got plenty of research out there talking about which loans are going to go bad and what the losses will be,” says Fink. “A lot of that information has already been absorbed by the market and is reflected in the prices.”

Now, when you couple this with the recent debt offering from Simon Property Group (SPG) one has to think the rumors of CRE’s demise are well overstated. Hat Tip @bobbrinker for that

Commercial real estate investment trust Simon Property Group (SPG.N) on Thursday added $500 million to its 6.75 percent senior notes due 2014, said IFR, a Thomson
Reuters service.

The size of the deal was increased from an originally planned $250 million.

The total amount is now outstanding is $1.1 billion. Citigroup, Deutsche Bank, Goldman Sachs, and UBS were the joint bookrunning managers for the sale.

BORROWER: SIMON PROPERTY GROUP
AMT $500 MLN* COUPON 6.75 PCT MATURITY 5/15/2014
TYPE REOPENING ISS PRICE 105.029 FIRST PAY 11/15/2009
MOODY’S A3 YIELD 5.476 PCT SETTLEMENT 8/11/2009
S&P A-MINUS SPREAD 275 BPS PAY FREQ SEMI-ANNUAL
FITCH A-MINUS MORE THAN TREAS MAKE-WHOLE CALL 50 BPS
*TOTAL AMOUNT NOW OUTSTANDING $1.1 BILLION

What appears to be happening is we are going to have a classic flight to quality assets. We will of course see pictures scattered across the TV of strip malls going out of business because, well, there are just too damn many of them out there. We will also be inundated with constant reminder of how many “billions of CRE debt is now in default” but won’t be told there is trillions of it out there (some perspective is needed). But what we will not see are the high quality regional malls going under. They will grow stronger as overall retail space declines and will then regain much of the pricing power recently lost.


Disclosure (“none” means no position):none

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General Growth Properties Reports Strong Q2

When we are looking at REIT’s and wondering how to value them it all comes down to NOI. With that in mind, lets look at Q2 for GGP:

NOI for the second quarter of 2009 was $615.8 million, a decrease of approximately 2.1% from the $629.1 million reported in the second quarter of 2008. Minimum rents (including temporary tenant revenues), overage rents and other revenues (including sponsorship, vending, parking and advertising) in the second quarter of 2009 declined as compared to the same period of 2008 due to the continued weakness in the economy and occupancy declines. In addition, we sold three office buildings in 2008, as discussed above, which also contributed to the decrease in NOI. Weaknesses in certain of our tenants’ businesses also led to a $3.9 million increase in our provision for doubtful accounts in the second quarter of 2009 as compared to the second quarter of 2008.

Note: For GGP one must ignore the headline numbers for now as they will be skewed heavily by restructuring costs. We are simply looking at the health of the underlying operating businesses, not the final accounting number.

A 2.1% drop in this environment is simply outstanding. If we are talking about a cap rate to value GGP at, if we take a look at recent CRE deals, we see the current market for grocery anchored strip malls are selling for 8.5%-9% cap rates. Based on that and based on GGP’s results, if one would assume a 8% cap rate for GGP, that would be very reasonable. It also would not be unreasonable based on the historical averages to stretch it to 7.5% but we ought to stick with 8% to be conservative.

Using this we will based some assumptions on Pershing’s valuation table of GGP common post Chapter 11 under certain dilution scenarios. As we move down the Cap scale we find that the value of the common dramatically increases.

As GGP continues to post strong results, the assumption has to be that there will be more left for shareholders post Chapter 11. Occupancy, while up slightly was essentially unchanged at 91% giving credence to the strength and desireability of GGP’s locations.

Remember, GGP need not file a reorg plan until April, 2010. So, if you think the economy will continue a steady albeit slow rebound, then the numbers we see now ought to improve even further by then. If that is true, then the prospects for current shareholfders will improve with it.

Full Report
GGP Q2


Disclosure (“none” means no position):

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Dow Ag Sale Update

Thankfully this is looking far less likely every time the subject comes up…..

From the Q2 earnings call:

Don Carson – UBS

Thank you. Andrew, question on Dow AgroSciences. You mentioned that, you are now thinking that you, because of its growth, it should be an ongoing part of the Dow portfolio. Is that really reflect the fact that you are not able to get the kind of strategic premium that you think the business is worth?

Andrew Liveris

Don, we have obviously always carefully positioned ourselves here on Dow AgroSciences and that continues on this call. Dow AgroSciences is a very, I would say valuable property to everyone we’ve talked to and of course that includes, how we view Dow AgroSciences and we were very, very deep into a full divest process, because frankly, there was no choice a few months ago.

During that period of time, we had to make a lot of decisions about how much of that process would go all the way versus our alternatives. As we undertook that process, it was clear there were buyers out there that viewed this property with the same value that we viewed it, but obviously, negotiations didn’t get down to an exclusive. We believed that, if it went that far, that we would definitely realize a good valuation on Dow AgroSciences.

The key question really, is would that be good for Dow’s shareholders and when I say that, the EBITDA potential of Dow AgroSciences demonstrated and into the future feeds our income stream and our ability to be an earnings growth company and helps us on our gross debt-to-EBITDA ratios. So, it’s counterintuitive to sell it at anything less than a full premium and I think that’s really the mindset we are in right now.

We are still having ongoing discussions. They include part monetizations and they include strategic alliance with key players in the sector and we are still maintaining full optionality on that unit and at this point in time, though as I said on the remarks, my personal preference is to retain it in the portfolio and seek enhanced collaborations with others.

Don Carson – UBS

As a follow-up, do you think if you retain it in the portfolio that it will be properly valued in what’s really not obviously in Ag portfolio or is that why you also consider options like a partial monetization, partial IPO?

Andrew Liveris

Yes, I think your question answered your question. I mean, in essence the way you phrased the answer is exactly the way we think about it, Don.

Here are my thoughts from the May when the initial possibility of selling Dow Ag was announced.

Bottom line, it cannot and will not be sold even at “full value”. Right now the only scenario I see that may happen is a partial IPO. I would be a buyer of that IPO as the products in Dow Ag’s pipeline are simply awesome and will propel earnings for years. That is a scenario I could live with, it is not ideal, but I could stomach it as long as I could participate in the IPO.


Disclosure (“none” means no position):Long DOW

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AutoNation Beats: Notes from A Conversation With CEO Jackson

The news:

AutoNation, Inc. (NYSE: AN), America’s largest automotive retailer, today reported 2009 second quarter net income from continuing operations of $55 million or $0.31 per share, compared to year-ago net income from continuing operations of $56 million or $0.31 per share. After adjusting for certain items disclosed in the attached financial tables, net income from continuing operations for the 2009 second quarter was $51 million or $0.29 per share, compared to $59 million or $0.33 per share in the prior year.

Second quarter 2009 revenue totaled $2.6 billion, compared to $3.7 billion in the year-ago period. The decrease was driven primarily by lower new vehicle sales. In the second quarter, total U.S. industry retail new vehicle sales declined 40% compared to last year, based on CNW Research data. In comparison, in the second quarter AutoNation’s new vehicle unit sales declined 38%.

Commenting on the second quarter, Mike Jackson, Chairman and Chief Executive Officer, said, “Despite extraordinarily difficult industry conditions, AutoNation delivered solid profitability, driven by cost reduction, lower interest expense, and our disciplined operating model and inventory management. The second quarter was a pivotal moment for the automotive industry. Long-awaited volume stabilization, the successful government-led restructuring of General Motors and Chrysler, and significant dealer consolidations were accomplished. The industry is now positioned for a healthy rebound when macroeconomic conditions, particularly consumer credit, improve.” Mr. Jackson also noted, “Our continued disciplined inventories led to a year-over-year improvement in gross profit per vehicle retailed and lower floor plan expense.”

Mike Jackson added, “The stabilization of the SAAR in the second quarter is the first step to a gradual recovery and marks the first time since the end of 2007 that we did not see a significant sequential decline in industry new vehicle sales. We also expect the ‘Cash for Clunkers’ program to stimulate new vehicle sales. Going forward, we expect a gradual improvement of new vehicle sales beginning in the second half of 2009 and intend to increase our inventory of vehicles in a disciplined manner to meet demand. Having weathered the storm, AutoNation remains in an excellent position to capitalize on dealer consolidation and the gradual recovery in industry volumes. We will continue to benefit from our $200 million structural cost reduction program.”

At the end of the second quarter, AutoNation had nearly $450 million in liquidity, including cash of $129 million and remained well within the limits of the financial covenants in our debt agreements.

AutoNation has three operating segments: Domestic, Import, and Premium Luxury. The Domestic segment is comprised of stores that sell vehicles manufactured by General Motors, Ford, and Chrysler; the Import segment is comprised of stores that sell vehicles manufactured primarily by Toyota, Honda, and Nissan; and the Premium Luxury segment is comprised of stores that sell vehicles manufactured primarily by Mercedes, BMW, and Lexus. 

• Domestic —Domestic segment income for the second quarter of 2009 was $26 million compared to year-ago segment income of $33 million. Second quarter Domestic retail new vehicle unit sales declined 34%.

• Import —Import segment income for the second quarter of 2009 was $42 million compared to year-ago segment income of $57 million. Second quarter Import retail new vehicle unit sales declined 41%.

• Premium Luxury —Premium Luxury segment income for the second quarter of 2009 was $43 million compared to year-ago segment income of $52 million. Second quarter Premium Luxury retail new vehicle unit sales declined 34%.

For the six-month period ended June 30, 2009, the Company reported net income from continuing operations of $108 million or $0.61 per share compared to $111 million or $0.62 per share in the prior year. After adjusting for certain items as disclosed in the attached financial tables, net income from continuing operations for the six-month period ended June 30, 2009 was $91 million or $0.51 per share, compared to $114 million or $0.63 per share. The Company’s revenue for the six-month period ended June 30, 2009 totaled $5.0 billion, down 32% compared to $7.4 billion in the prior year.

CEO Jackson on the morning shows:

Mike Jackson on CNBC 7-31-2009 from http://marccannon.vox.com/

Mike Jackson on Bloomberg 7-31-2009 from http://marccannon.vox.com/

I spoke with Jackson and Maroone after earnings were released and there were a few comments worth sharing:

  • The $1 billion (as of last Friday) spent on cash for clunkers did more to stimulate the economy than “the entire previous $750 billion” according to Jackson
  • For the first time in over a year, Jackson appears open to the idea of making an acquisition
  • Dealership closures nationally are “about 80% done”
  • He is now satisfied with having domestic dealership make up 30% of his portfolio after the changes the companies have gone through
  • Given a choice, Ford (F) is now the clear favorite among the domestic automakers with customers due to their lack of a bailout
  • Banks are beginning to lend again although they are requiring larger down payments
  • Speculation that families are downsizing the number of vehicles they own is temporary and not a trend
  • The decision to let Lehman go under “was a catastrophic failure”
  • The industry bottomed in February and will continue a slow climb out

This is a great company that is really well run. In every category their declines are less than the industry as a whole and any positive increases they are seeing exceed the industry as a whole. Their market share continues to increase and the new business model at the auto maker level is going to increase pricing power.

Jacskon said he thinks the days of 16 million units a year are gone for a while but that with the new pricing power dealerships will have, they will not need anywhere near that number in order to post very strong profits.

Here is the Q2 earnings call transcript


Disclosure (“none” means no position):Long AN, none