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General Growth DIP Group Chosen

Turn out Goldman Sachs and Brookfield Asset also got involved in the bidding. The final DIP lender must be approved by the judge but after the process that has been undertaken, one ought to assume that it gets rubber stamped.

Now that this is done, the next big decision, expected tomorrow and on the CMBS lenders challenge to certain properties being included in the filing. The judge is expected to rule with GGP in this one also and that sets the stage for stronger operational results through the BK process.

Here is the DIP news from this afternoon.

From the WSJ:

The Farallon group, which includes Canpartners Investments IV LLC and Delaware Street Capital Master Fund LP among others, beat out both activist investor William Ackman’s Pershing Square Capital Management LP and a third group led by Goldman Sachs Group Inc. (GS) to provide the $400 million in financial backing, according to people familiar with the talks.

General Growth outlined the new debtor-in-possession, or DIP, financing in filings in its case on Tuesday in U.S. Bankruptcy Court in the Southern District of New York.

The new Farallon pact caps nearly four weeks of back-and-forth negotiations in which General Growth first chose a proposal from Pershing, then went with Farallon’s group, then back to Pershing and finally back to Farallon. The drawn-out process resulted in several aspects of the deal shifting in favor of General Growth, including the DIP lenders requiring less collateral for their loan and the elimination of an offer of warrants convertible to company stock after the bankruptcy.

The new Farallon pact provides lenders in the DIP pact a secondary claim to cash flow at General Growth’s corporate level, behind the claims of secured lenders. Previous pacts provided the DIP lenders a senior lien on that cash flow, raising objections from General Growth’s secured lenders. Another change: The DIP lenders no longer get a second lien on General Growth assets that already have first mortgages. The DIP lenders do, however, retain a first lien on a collection of unencumbered properties.

The new pact also omits any warrants for the lenders similar to those in the initial Pershing deal, which would have granted Pershing warrants convertible to 4.9% of General Growth’s stock upon emergence from bankruptcy. Pershing already amassed a nearly 8% stake in General Growth through buying stock in the months before the bankruptcy filing. Pershing also tied up another 17% of General Growth stock by putting it in swap contracts with various investment banks.

Now, the new arrangement with the Farallon group allows for General Growth to pay off the DIP lenders by converting their loan into up to 8% of the company’s stock, depending on the company’s equity value upon emerging from bankruptcy, rather than paying in cash. The original Pershing deal had a similar provision. Farallon and some of the other lenders in its group already are General Growth creditors, holding an undisclosed amount of the company’s bonds.

The Farallon deal comes with an interest rate of Libor plus 12%, limiting the lowest-acceptable Libor rate to 1.5%. The pact has a term of two years. The exit fee is set at 3.75%, down from 4% in the Farallon group’s initial proposal.

General Growth intends to use much of the DIP financing to pay a short-term, high-interest loan that Goldman provided it in the months before its bankruptcy filing. Goldman’s failed bid to provide General Growth’s DIP financing included participation from Brookfield Asset Management Inc. (BAM), the Canadian office and retail property owner.


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

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Tuesday’s Links: Friedman and Rand

Greed, Ayn Rand,

– Watch and Listen:

Part 1

Part 2

Part 3

Part 4

Part 5


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General Growth Files Cash Flow 8-K

General Growth Properties (GGWPQ) today filed an 8-K (below) for its estimates cash flows for 2009-2010, the estimated bankruptcy period.

A Few Notable figures:
Unrestricted cash balance end 2009= $381 million
Unrestricted cash balance end 2010= $570 million
Cash flow from operations 2009= $1.2 billion
Cash flow from operations 2010= $1.9 billion

The filing backs the claim that General Growth is not a company that cannot function on a day to day basis ie. GM (GM). It is in Chapter 11 not because it cannot pay its bills but because credit markets have frozen and it debt cannot be refinanced.

General Growth 8-K BK Cash Flow

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

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Sears Holdings Meeting Notes

Attendee notes from the recent Sears Holdings (SHLD) annual meeting.

Via Fool Boards and verified for accuracy by reader Russ who was at the meeting

I went to the Sears Holdings annual shareholders meeting on May 4th, and thought i’d share some of what i heard.

First, i will say that i was extremely impressed with Eddie Lampert and left the meeting 100% reinforced that he is one of the smartest people out there.

The meeting was about 3 hours, the first 20 minutes or so, Bruce Johnson gave a presentation on the operating businesses, talked about things like expense control and inventory reductions, and he also highlighted things i had not noticed before, such as the improving performance of comp sales relative to competitors, quarter by quarter. The number of competitors who had comp sales worse than Sears Holdings accelerated dramatically towards the end of last year and Eddie Lampert brought up the point of saying, Which is worse, negative 4% comps four quarters in a row, or flat comps for three quarters and then a single quarter of negative 25% comps, as in the case of Abercrombie.

K-Mart had 1.4 million new layaway customers last year. Bruce Johnson talked about the subsequent purchases that layaway brings as customers visit the stores every two weeks to make payments.

Bruce Johnson talked about market share, saying that Sears Holdings has 34.6% market share in appliances, which leads all competitors, up from 30% in Q3 2007. Said they are reversing years of declines in market share in the appliance category. Eddie Lampert said that while you could sell a heck of alot of $3,000 washer/dryers at $1,500… all you’d essentially be doing is “renting market share” and that they wanted to “own market share”.

Market share in other categories mentioned:

22.3% tools
14.2% home repair
21.0% power lawn and garden

The majority of the meeting though Eddie Lampert took questions from the audience. Some interesting points and comments he made were:

Lampert wants to encourage more experimentation, even though it could mean more failures.

He noted that Sears is determined not to make any “serious mistakes” that can put you out of business, he noted ethical mistakes and serious amounts of leverage as two “serious mistakes”

He noted that he wants Sears to “grow out of the difficult operating enviornment” rather than only being defensive.

One of my favorite comments was Lampert saying “We don’t package B.S”… making reference to other company managments that claim to have ideas they are sure will work, in which they spend large amounts of capital rolling the plan out only to see it fail… after which they make an excuse as to what went wrong and then never mention it again. He told the audience that he’s not going to stand there and tell everyone he knows exactly how to fix all of Sears Holdings problems, and that he wants to “get this thing right” and they were willing to continue to try ideas such as MyGopher until they find what will work before they spend significant shareholder capital on any ideas. He also said there is nothing wrong with making a five million dollar mistake but there is something wrong with making a five hundred million dollar mistake.

On the subject of naked short selling, Lampert said he doesn’t have a problem with short selling, but he does have a problem with “selling something you don’t own, and can’t deliver”…. adding that… “it’s not a sport to destroy companies or jobs, even if you are right.”

Lampert made the comment that layaway sales were up 106% last year, to $157 million dollars.

Lampert said that “the ultimate goal is the transformation of the business”, transforming two american icons.. and he also said that “if the economic envioronment were different, we’d know better if what we are doing is working”

On the subject of inflation, Lampert said that we are probably likely to have higher inflation in the next few years, and that they were “trying to be ready for it”… He said that in certain categories inflation will help the company and in certain categories it will hurt. Higher inflation forces larger investments in working capital.

Lampert said that Sears should have no problem getting a new revolving credit line before the current one expires, saying that Sears Holdings has substantial collateral (inventory) to support one, although he did say the current four billion dollar revolver was more than necessary, and the new one will be smaller.

When asked at what point will Sears have enough cash flow to consider investing in other companies, Lampert sort of dodged the question, saying that “just because the market is valuing a stock a two dollars per share, does not mean the company will agree to sell itself at that price”.. I say he sort of dodged the question because the person asking the question (a representative of Fairholme Capital Management) seemed to be asking why Lampert didn’t use the extreme low market prices in February and March to invest Sears cash in different stocks, and Lampert responded as if the question was instead, why didn’t Sears use the low market prices to acquire whole companies.

At one point in a discussion with a shareholder, Eddie Lampert referred to himself as “a professional investor”, which i found very interesting because he could have claimed to be a merchant, or a retail guy. He also said that “At some point ESL will sell shares of Sears Holdings”, although they have not sold any since taking K-Mart out of bankruptcy.

Much of the meeting focused on retail, and Lampert does seem genuinely interested in turning around Sears Holdings, There was very little discussion on capital allocation decisions, real estate values, etc.. and no discussion on liqidation values of the company. Whenever someone would ask capital allocation question, Lampert basically dodged the question, instead talking about the retail operation…

I absolutely get the feeling that Lampert will continue to try to make the retail value of the business worth more than the liquidation value, but i also think that he will not do anything in the process that destroys shareholder value. After all, he owns over 50% of the company. I still feel that Sears is a long term runoff situation, that a majority of the cash generated will go towards reductions of debt and repurchases of shares, atleast until the point that the public float is nearly non-existent…. and I think that this will play out over many years, perhaps over a decade…. In the meantime Lampert will try different ideas and see if anything seems to work, and why shouldn’t he? Why kill a business that is generating and will continue to generate free cash flow? In the end though, I am basically indifferent as to whether or not the company gets liquidated or is turned around. Either way the end value will be significantly higher than today’s prices, or any price that Lampert ever paid for share repurchases. It will be very excited indeed to watch it play out over time.

What is most exciting is the growing share in appliances. That will bring shoppers into the stores and reinforce the value/quality proposition for the company with shoppers.


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

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Leucadia Meeting Notes

Hat Tip to The Inoculated Investor for posting these. Leucadia (LUK) is an eclectic mix of assets that long time managers Steinberg and Cummings make work.

2009 Leucadia Annual Meeting Notes

Publish at Scribd or explore others: Brochures & Catalogs Magazines & Newspape leucadia (luk)


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Ackman & Pershing Square Close Wendy’s Position

Busy day for Bill Ackman. CNBC in the morning, Target “Town Hall” Meeting at lunch, court hearings for General Growth (GGWPQ) in the afternoon and closing his Wendy’s (WEN) stake.

Wendy’s 13G/A Pershing

Publish at Scribd or explore others: Finance Business & Law bill ackman wendys p


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

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Whitney Pours Ice Water on Rally

You know, she was on top of this from day one. To me, what she is saying now still does make sense.

She backs what I have been saying here.. “the government is changing the rules in the midle of the game….”

Also, “The rally was based on zero fundamental improvement”.

She also questions how fewer people working can cause an increases in economic fundamentals.


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Key Ruling for General Growth Properties CMBS Wednesday

If the ruling goes as indicated by the judge, his is bad for bondholders, very good for General Growth and then good for shareholders as anything that strengthens the holding company is by default good for them.

Also, tomorrow a ruling is expected on the DIP financing General Growth will present to the judge. We may find out today whom they have selected.

From the WSJ

(Dow Jones)–A final ruling is expected Wednesday on whether General Growth Properties Inc. (GGP) would be allowed to tap into the cash flow from its properties, and overturn what was believed to be a basic tenet of commercial mortgage securities.

At a hearing last Friday, the bankruptcy judge postponed the decision, but indicated he was likely to side with the company.

He pointed out investors in commercial bonds would continue to receive their interest payments, and General Growth is only looking to sweep the excess cash into a centralized account that would pay for its general expenses.

Investors and lenders had believed pools of mortgage collateral that back commercial bonds would be cocooned in these special-purpose entities, and steady cash flow to investors would be protected even when the parent company files for bankruptcy.

So when General Growth dragged 166 of its properties into the bankruptcy filing and sought to consolidate the income from these properties, more than a dozen investors and industry groups rallied to protest strongly against such a move.

The Commercial Mortgage Securities Association and the Mortgage Bankers Association filed a brief stating such a move would hurt the $1 trillion commercial mortgage market.

However, the bankruptcy judge called such statements “hyperbole.”

“I am not surprised,” said Richard Zeigler, counsel in Mayer Brown’s bankruptcy and restructuring group.

“Bankruptcy remote doesn’t mean bankruptcy proof, and that’s what investors are finding out,” he said. Zeigler isn’t representing any of the interested parties in the bankruptcy.


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Elizabeth Coleman Inspector General for the Fed……WTF?

At first I thought this was an SNL skit…….it would be hysterical is it wasn’t true..

For the record, I have no idea who appointed her nor do I care…….this actually leaves me speechless..


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The "Sucker’s Rally" & My Perverse Situation

This rally has put me in a rather perverse situation. I’ve been on record several times saying I do not believe in it (the market rally) and it is due for a fall. I still believe I will be proven right sooner rather than later, yet at the same time, I am really enjoying the profits being made being wrong for now. It’s odd as no one like to be wrong, especially when you broadcast those opinions to the masses but having what you own and what you have purchased recently (oil (USO) & gas (UNG) options) rally huge along with the market really takes the sting out of it.

Additionally, since I do not “short”, and have not advised others to do so, there has not been monetary loss from being wrong (the most important point).

Because of all that I have made it a point to post thoughts contrary to mine here in order to give readers both side of the argument (suckers rally or bull market)and let them decide for themselves.

This morning I posted thoughts from “Davidson” contrary to mine.

Here are some supporting my thoughts.

From TechTicker:
Merrill’s economist David Rosenberg left the firm yesterday (planned for several months). And he went out swinging. David has maintained from the beginning that the recent rocket rally off the lows is just a suckers’ rally, and he reiterated that view as he walked through the doors.

Market likely to peak the end of the week [Friday]. Just as the clock is winding down on my tenure at Merrill Lynch, the equity market is winding up with an impressive near-40% rally in just nine weeks. For those that were still long the equity market back at the March 9 lows, a good ‘devil’s advocate’ exercise would be to ask yourself the question whether you would have taken the opportunity, if the offer had been presented, to have sold out your position with a 40% premium at the time. What do you think you would have said back then, as fears of financial Armageddon were setting in? We haven’t conducted a poll, but we are sure at least 90% of the longs at that point would have screamed “hit the bid!”

Are we at risk of missing the turn? Fast forward to today, and within two months optimism seems to have yet again replaced fear. Are we at risk of missing the turn? What if this is the real deal — a
new bull market? This is the question that economists, strategists and market analysts must answer.

Risk is much higher now than it was 18 weeks ago. The nine-week S&P 500 surge from 666 at the March lows to 920 as of yesterday has all but retraced the prior nine-week decline from the 2009 peak of 945 on January 6 to the lows on March 9. We believe it is appropriate to put the last nine weeks in the perspective of the previous nine weeks. To the casual observer, it really looks like nothing at all has happened this year, with the market relatively unchanged. But something very big has happened because the risk in the market, in our view, is much higher than it was the last time we were close to current market prices back in early January, for the simple reason that we believe professional investors have covered their shorts, lifted their hedges and lowered their cash positions in favor of being long the market.

Employment, output, income, sales still in a downtrend. Considering what transpired from an economic standpoint, the decline in the first nine weeks of the year was rather appropriate in the midst of the worst three-quarter performance the economy has turned in roughly 70 years. The rally of the past nine weeks appears to be rooted in green shoots. While it may be the case that the pace of economic decline is no longer as negative as it was at the peak of the post-Lehman credit contraction, the reality is that employment, output, organic personal income and retail sales are still in a fundamental downtrend.

Need to see an improvement in the first derivative. We have evidence that the consumer, after a first-quarter up-tick that was front- loaded into January, is relapsing in the current quarter despite the tax relief (didn’t we see this movie last year?). Not until improvement in the second derivative morphs into improvement in the first derivative with respect to the important economic data will it really be safe to declare what we are seeing as something more than a bear market rally, as impressive as it has been.

This is a bear market rally that may have run its course. The investing public is still holding tightly to their long-term resolve, but much of the buying power at the institutional level seems to have largely run its course, in our view. That leaves us with the opinion, as tenuous as it seems in the face of this market melt-up, that this is indeed a bear market rally and one that may well have run its course. We have “round-tripped” from the beginning of the year and there is real excitement in the air about how these last nine weeks represent evidence that the economy will begin expanding sometime in the second half of the year.

Growth pickup will likely prove transitory While it is likely that headline GDP will improve as inventory withdrawal subsides and fiscal policy stimulus kicks in, our view is that whatever growth pickup we will see will prove to be as transitory as it was in 2002, when under similar conditions the market ultimately succumbed to a very disappointing limping post-recession recovery. So yes, there may well be some improvement in the GDP data, but it is based largely on transitory factors. We strongly believe it is premature to totally rule out the end of the vicious cycle of real estate deflation – residential and now commercial – that we have been experiencing since 2007. Balance sheet compression in the household sector will continue to pressure the personal savings rate higher at the expense of discretionary consumer spending. This is a secular development, meaning that we expect it will last several more years.

Chances of a re-test of the March lows are non-trivial. To reiterate, it seems to us likely that the risk in the market is actually higher today than it was back at the same price points in early January, and we say that with all deference to the stress tests (which given the less-than-dire economic scenarios, along with the changes to mark-to-market accounting, were destined to reveal healthy results). While the consensus seems gripped with the burden of trying to decide if there is too much risk to be out of the market, we actually still believe that the chances of a re-test of the March lows are non-trivial, especially if the widely touted second-half economic rebound fails to materialize…

The data flow is less relevant this cycle than in the past. This was not a manufacturing inventory cycle, which makes the data flow less relevant than in the past. Real estate values are still deflating and the unemployment rate is still climbing; these are critical variables in determining the willingness of lenders to extend credit. And as we just saw in the Fed’s Senior Loan Officer Survey, while there may be a ‘thaw’ in the financial markets, banks are still maintaining tight guidelines. In fact, the weekly Fed data are now flagging the most intense declines in bank lending to households and businesses ever recorded.

Regular readers know I lean towards Rosenberg’s analysis. For a while now I have been saying “not as bad” is not the same as “getting better”. Consider when GM (GM) sheds its dealer ranks this summer, conservative estimates say it will cost another 150K jobs just from dealership closing and almost 70k of last month’s unemployment report (the “getting better report”) was temporary census workers, not permanent jobs. Just these two alone must leave people wondering where to bottom in employment is…

Today we here the Administration raised its estimate for the federal budget for this fiscal year by $89 billion, 5%, to $1.84 trillion. The new, higher number is nearly the same as the one provided by the Congressional Budget Office. Remember that one? Early on is was criticized as being “overly pessimistic”.

On April Fool’s Day I covered the Budget issues here:

But, don’t worry, the Obama administration projected today that the U.S. economy will expand at a 3.5 percent annual rate by year-end, a rebound that would be almost twice as strong as private forecasters expect. I can’t even really comment on that. It is so devoid of any reality……..stunning.

They also expect “housing starts to reach bottom this year and to begin a robust recovery as relative housing prices stabilize,”. Right….we covered that last week here.

Finally the report also said “inflation is expected to remain subdued over the next few years.”

Call it the “Alice in Wonderland” report……


Disclosure (“none” means no position):Long Jan 11 $35 USO calls and UNG Oct. 2009 $15 & $16 calls.

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Ackman Talks General Growth Properties

This is an interesting conversation regarding General Growth (GGWPQ) and the DIP financing drama currently unfolding. He also owns $177 million of unsecured debt.

Of course CNBC has the wrong ticker for the company on its chart.




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Ackman on CNBC Talking Target

Today is Ackman’s “Town Hall” Meeting on his board slate regarding Target (TGT)…





Disclosure (“none” means no position):none

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"Davidson" on the "Fretters"

so Davidson has a response and a take on the constant fretting about the “frothy” market and the upcoming sell-off they fear/predict. NOTE: I am one of those “fretters” although not shorting….just not buying

The genesis of this was a recent article in Barron’s that said in part:

HOW MUCH WOULD YOU PAY, IN ROUND NUMBERS of unmarked bills, for a quick 10% retreat in the Dow? For the kind of 10% correction that was a thing to be feared when we went a couple of years without one, but now would make it easier for an investor to buy stocks that are up 40% from their lows, stocks for which there seemed no rush to own just two months ago?

Most investors, especially those long-only pros who grapple a benchmark for a living, seem to wish for a fleeting drop of 10% or more to provide psychological cover for entry.

More staunchly bearish folks — among them those who, based on the latest exchange data, have been reloading short positions — want that 10% as a small down payment on the resumption of the bear’s dominance.

The rest of us just pray for the wisdom to know the difference should such a pullback arise.

Strategist Jason Trennert of Strategas Partners sums up a common stance: “Simple valuation analysis leads us to be skeptical about the potential of the market to rally from these levels. The problem, it seems, after spending the last week on the road and looking at recent short-interest data, is that we have a lot of company — very few of our clients believe the rally is real.”

John Roque, the technical strategist at Natixis Bleichroeder who has been in synch with the rally and the preceding collapse, detects an upside “breakout” on the chart of investor frustration, because they have doubted the rally and owned too little of the stuff that has run the most.

The blogger sentiment poll on Birinyi Associates’ Ticker Sense blog (http://www.tickersense.typepad.com) last week showed 50% bears to 33% bulls — almost as many bears as at the early-March lows. In late January, just as the market was ready to roll over hard, 65% of the bloggers were bullish.

Other sentiment indicators are leading Ned Davis Research to get behind the idea that “a monster rally could continue within this secular bear market.”

This remains a net positive for the market, the idea that investors (and financial columnists, it should be said) continue to “fight” this move. Sure, they (and we) have been fighting it with some plausible ammunition: the slipshod quality of the leading stocks, the massive speculative volumes in stock options, the spike in corporate-insider selling, the fatigued look last week of the recently indomitable Nasdaq index. These characteristics can, and would, accompany both a doomed head-fake rally and something larger, for sure.

Of this think, Davidson opines:

“This is the type of article that imparts a great deal of information without being definite. From this I get that there appears to be great concern amongst many noted investors, esp. technical types, that a correction is due and most have invested in anticipation of a correction to what appears to be obvious over zealousness by current market participants. I don’t invest trying to catch short-term dips. My time perspective is a business cycle with the goal of adding fresh capital during the down portion of a cycle and removing capital during the up portion.

Reading of the angst of traders not knowing what to over the short term leaves me in a positive frame of mind, knowing that their stance in the market will add additional buying pressure when there is additional recovery in the business cycle.

For business cycle investors this is a bullish environment.”


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Monday’s Links

Optimism, PIPP Explained, Gas, Energy

– I disagree, in the interest of full information

– Nice compilation here

– Let’s hope so

– A great article on the debate

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"Fat Tail" Author Ian Bremmer: (Video)

From nationalization to terrorism, social revolutions to government regulations, sudden political changes can generate acute economic reverberations in markets and investments across the globe. In this video interview, Ian Bremmer discusses the value of developing business strategies that help companies and investors limit their risk exposure to these shocks. He also shares political risk–management lessons from his new book, The Fat Tail: The Power of Political Knowledge for Strategic Investing, cowritten with colleague Preston Keat. Bremmer, the president and founder of political-risk consultancy Eurasia Group, spoke with McKinsey’s director of publishing, Rik Kirkland, in Eurasia Group’s New York office in March 2009.



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