Gates and Lampert are buying up all that is left it seems…
In an SEC filing tonight, Bill Gates through Cascade Investments and the Bill & Melinda Gates Foundation discosed they hold a total of 12.2% of AutoNation.
Sears Holdings (SHLD) Edward Lampert owns 46%.
Disclosure (“none” means no position):Long SHLD, AN
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Am the only one who thinks Paulson just wants his cash? Now, I do not blame him nor do I think he is being “greedy” but let’s not walk through the door under the “I’m here to help” auspice when we all know why you are there.
First the letter:
Dear Mr. Liveris,
Paulson & Co. Inc. on behalf of funds we manage is Rohm & Haas’ second largest shareholder, currently owning 18.9 million shares. We strongly urge you to close the transaction with Rohm & Haas. Financing is available to you through the committed $13 billion bridge loan and the $4 billion convertible preferred stock financing. Subsequently, if you have concerns about retiring the bridge financing, we suggest that Dow pay it off through a combination of (i) cutting its dividend, (ii) raising common equity and (iii) selling bonds.
While we understand that this is a difficult environment for the chemical industry, current conditions do not have any effect on your obligation to purchase Rohm & Haas. We don’t believe that by intentionally refusing to close the transaction that you are benefiting your shareholders. As you know, Dow’s obligation to complete the merger is not conditioned on financing and Dow is required to take all action necessary to obtain financing. Dow currently has financing in place to complete the acquisition and the combined Dow Rohm & Haas will have numerous alternatives to refinance the bridge loan.
Several times we have made suggestions to senior executives at Dow. First, we suggest that Dow can temporarily reduce its dividend to one cent per share. By doing so, Dow would save around $1.6 billion per year. In just 4 1/2 years, the annual $1.6 billion of cash will effectively replace the $7 billion of net proceeds that Dow was to raise from the unresolved Kuwaiti joint venture.
Second, we suggest that Dow can sell, post closing, $4 billion of new common equity. Many companies, both in the U.S. and abroad, are raising common equity to strengthen their balance sheets and include Anheuser Busch InBev ($9.8 billion) and Xstrata (~$5.9 billion). In this regard, in our conversations with Dow, we indicated that depending on the terms we would seriously consider participating in any equity offering you may make.
Third, we suggest that Dow can further reduce the bank financing by issuing bonds. Currently, there is strong market demand for investment grade debt. In January alone, $100 billion was raised, the most ever in a single month. By cutting the dividend and raising common equity, Dow should be able to maintain its investment grade rating and access the credit markets. We suggest that Dow can raise $5 billion in this market.
By cutting the dividend, raising common equity and selling bonds, Dow could repay the bridge financing by $10 billion, easily facilitating the financing for the acquisition. If desired, Dow can also subsequently issue more common stock or hybrid securities such as convertible preferred and convertible debt to completely repay the bridge facility. In short, a combined Dow Rohm & Haas would have numerous opportunities to refinance all or part of the bridge loan in the equity, bond, term bank loan or hybrid security markets. Of course these refinancing alternatives would be in addition to any proceeds you may receive from the aborted Kuwaiti transaction or other joint venture or asset sales you may pursue.
Of particular note in this regard is InBev’s acquisition of Budweiser which closed in 2008 in the midst of the credit crisis. Rather than complain about the status of the market, InBev drew down the bank financing and closed two business days after receiving antitrust clearance on November 18. Shortly thereafter, on December 16, Anheuser Busch InBev raised $9.8 billion in an equity offering (equivalent to 160% of its shares outstanding) and completely repaid the bridge financing. Furthermore, in January 2009 Anheuser Busch InBev sold approximately $7.5 billion in two debt offerings to repay short term indebtedness.
Interestingly, although Anheuser Busch InBev shares initially declined to a low of euro 10.31 on November 24, 2008, as a result of the repayment of the bridge loan with the equity and debt financings, the stock has risen 93% from its November low to close at euro 19.91 on January 30, 2009.
We suggest that Dow can follow the same strategy as InBev and close and refinance the Rohm & Haas acquisition. As we previously indicated, depending on the terms we would have a high interest in participating in any equity or hybrid security offerings. We also suggest that the Board act quickly in closing the transaction as you risk further damage to your shareholders by unnecessarily delaying the closing.
Let’s just look at it.
Cut the dividend to “pay of bridge loan in 4.5 years” Really? 4.5 years? Paulson does realize that the bridge loan is a ONE YEAR FACILITY, right? I am going to go out on a limb and say that the banks will not accepts “we’ll pay the rest in 3.5 year”….is it just me?
There is an appetite for “investment grade debt”. Here is another problem. Dow is currently under watch to be downgraded to “below investment grade” from the ratings agencies due to the possibility of the forced merger. Where Dow to attempt to issue new debt right now, to think it would be granted at investment grade is wish-full thinking at best. Dow has been exploring additional financing options and has found nothing that is amenable. Does Paulson think this avenue has not been explored?
He says “depending on term” he would seriously consider participating” in a stock or hybrid offering, well, my response would be “why not be like Berkshire (BRK.A) and take some convertible preferred now?” Buffett bought $3 billion, how much do you want? Promises of consideration after the fact are, well, meaningless.
Let just see this for what it is, a Rohm $ Haas (ROH) shareholder who wants to just cash out. You know what? That is ok, who can blame him? I don’t. But as a Dow shareholder, the best thing for US is to delay the closing, sell the commodity businesses and then use that money to complete the transaction and preserve the dividend. That is what is best for us and the management he is writing to works for us, not him or Rohm & Haas shareholders.
Mr. Pauslon, if you want us to take your ideas the least bit serious, come aboard and pick up some shares, debt, or preferred. Do not sit there and tell us what the best thing for us to do is.
We’re not listening..
Disclosure (“none” means no position):
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I have named my optimistic and very intelligent new writer “Mr. Davidson”. It is a brilliant pseudonym and maybe someday I will be able to explain it.
Davidson Writes:
If you learn the effect of psychology on markets you will come to know that you cannot predict bottoms or tops. These are unpredictable turns in market psychology and is directly tied to the use of margin in how fast greed can turn to fear. No one has a handle on this although many claim to have modeled some market behavior or other only to have a 10 sigma event prove the model wrong. Long Term Capital is the most well known, but lately the market is strewn with disproved models. AIG hung its hat on a model by a Wharton/Yale professor and “poof”
You cannot model human behavior. You can observe, you can place a historical deviation to it, but you better not hang 20xleverage as so many have done and lost.
There is no better indicator of market psychology than the Treasury yield chart. All maturities are rising. This reflects substantial flow of funds into other opportunities. If fear still ruled, you might see the longer term maturities rates rise while the T-Bill rates remained low or even turn negative once again. Not so. All maturities show fund outflows. THIS IS THE TURN!
Buffett recognizes this among others.
He also provides the following chart:
Of it he says:
We have already witnessed a return to par of the LQD ETF(Invest Grade Corp) and a substantial rise in the HYG ETF(HiYield Corp) as well as rises in all the indices since November. House sales appear to be finding a bottom, The insider buying is extraordinarily high, investor and consumer pessimism at record 30yr+ levels, savvy investors announce new commitments(Buffett, Ackman, Berkowitz, Cumming and many not as well known) weekly.
Changes are there for all to see if only they would give up listening to the endless stream of negative headlines. Markets turn without fan fair in the gloom of pessimism. I think the best time is to invest is now.
Treasury rates are rising across all maturities as this chart from Don Hay’s recent note indicates. The best interpretation in my opinion which has been offered by only few observers thus far is that capital is flowing from Treasuries to other parts of the economy and securities markets. The desperate hoarding of cash that has been a hallmark of the current economic slump is diminishing in my view.
I remain positive that the current financial issues will be resolved and that this chart provides strong evidence for this.
Disclosure (“none” means no position):
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Reprinted with permission of Pershing Square….
Pershing Square 2008 Annual Report
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Part 1: “The place to make money the next ten years is in raw materials”….. “whenever we have had period of forced liquidation as we are now, the way to make money is to find the things in which the fundamentals are unimpaired”……”The fundamentals of most industries in the world are impaired”…. “the only area I see the fundamentals improving are commodities”
Part 2: “Anyone buying gov’t bonds anywhere in thew e world is making a terible mistake”
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Makes you think…..no?
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Video courtesy of my friend Doug at Wall St. Media. I really do recommend the site as it is full of highly useful information.
The ETF’s are iShares Barclays 20+ Year Treas.Bd (ETF) (Public, NYSE:TLT) and if you want to short them, ProShares UltraShort Lehman 20+ Yr(ETF) (Public, NYSE:TBT). I would buy the short, I can’t see how these rates stay low and people keep buying something that pays them nothing for much longer.
Disclosure (“none” means no position):None
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this is a great video on inflation and were we may be in the cycle….
Hat tip Marketfolly for finding it
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FUNNY, Loss Aversion, States, Predictions
– If this does not make you laugh you have no sense of humor
– This is good
– Are they doing it?
– Dire
Disclosure (“none” means no position):
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Almost immediately disclosing his agreement on additional ownership with AutoNation (AN), ESL and Eddie Lampert resumed buying shares.
On 2/2 Lampert picked up just over 400k shares at $9.40 a piece.
SEC Filing Lampert now holds just over 45% of the outstanding shares. Between Bill Gates and Lampert, they now hold in excess of 55% of the outstanding shares.
Disclosure (“none” means no position):Long AN
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This is not deceptive in the way most folks would think, that they are hiding something, but deceptive in that if you do not read it close, you will not have an accurate picture.
Phillip Morris International (PM) Reported:
2008 Full-Year
Full-year diluted earnings per share of $3.32, up 16.1% from $2.86 in 2007,
Adjusted 2008 full-year diluted earnings per share of $3.32, up 18.6% from the 2007 pro-forma adjusted earnings per share of $2.80. Excluding currency, adjusted 2008 full-year diluted earnings per share were up 13.2%
2008 Fourth-Quarter
Fourth-quarter diluted earnings per share of $0.71, down 4.1% from $0.74 for the same period in 2007, including the items detailed on Schedule 7
Adjusted fourth-quarter diluted earnings per share of $0.71, down 1.4% for the same period in 2007 from the pro-forma adjusted earnings per share of $0.72. Excluding currency, adjusted fourth-quarter diluted earnings per share were up 12.5%
Spent a total of $5.4 billion to repurchase 106.8 million shares of its common stock in 2008; increased the dividend by 17.4% in 2008 to an annualized rate of $2.16 per share
During 2008, acquired Rothmans Inc. of Canada and the fine cut trademark Interval
Forecasts 2009 full-year diluted earnings per share to a range of $2.85 to $3.00, at current exchange rates, versus $3.32 in 2008. Excluding an adverse currency impact of $0.80 per share, 2009 guidance is projected to increase by 10%-14%
As announced on February 3, 2009, PMI entered into an exclusive 50:50 joint venture agreement with Swedish Match AB to commercialize smoke-free tobacco products worldwide, excluding Scandinavia and the USA
Announces an agreement to acquire the rights to the Petteroes trademark, the leading fine cut brand in Norway
“Our operating performance in 2008 was exceptionally strong and our results exceeded our constant currency growth targets for both the full year and the fourth quarter. Our first year as an independent company was also marked by significant progress on numerous strategic fronts and specifically behind our efforts to improve our speed to market and enhance the vibrancy and equity of our strong brand portfolio,” said Louis Camilleri, Chairman and Chief Executive Officer.
“The global economic crisis obviously results in uncertainty, particularly on the currency front, and at current exchange rates we face a steep hurdle. Nevertheless, we enter 2009 with solid momentum and confident in our ability to meet our constant currency income growth targets. Our commitment to judiciously invest in the growth of our business and deliver superior returns to our shareholders over the long term remains as steadfast as ever.”
Dividends and Share Repurchase Program
During the fourth quarter, PMI announced a regular quarterly dividend of $0.54. PMI increased its dividend by 17.4% in August 2008 to an annualized rate of $2.16 per share.
In the fourth-quarter, PMI spent $888 million to repurchase 20.6 million shares of its common stock. Since May 2008, when PMI began its previously-announced $13 billion, two-year share repurchase program, the company has spent a total of $5.4 billion to repurchase 106.8 million shares.
Acquisitions
In 2008, PMI acquired all of the outstanding common shares of Rothmans Inc. of Canada for CAD $30.00 per share in cash, representing an aggregate transaction value of approximately CAD $2.0 billion. The Canadian business’ results were incorporated into the renamed Latin America & Canada segment as of September 19, 2008. These results were not material to PMI’s operating results for the fourth quarter 2008 or for the full-year 2008.
During the year, PMI also acquired the fine cut trademark Interval for 254 million euros.
PMI Enters into Agreement with Swedish Match AB
As separately announced on February 3, 2009, PMI has entered into an agreement with Swedish Match AB (SWMA) to establish an exclusive 50:50 joint venture to commercialize Swedish style snus and other smoke-free tobacco products worldwide, outside of Scandinavia and the USA. PMI and SWMA will license exclusively to the joint venture an agreed list of trademarks and intellectual property.
PMI has further licensed to SWMA certain PMI trademarks in Sweden and Norway, including 1847 by Philip Morris, PMI’s first product in the Swedish snus category launched in June 2008.
Acquisition of Petteroes
PMI has reached an agreement to acquire the rights to the Petteroes fine cut tobacco trademark worldwide and other cigarette trademarks sold primarily in Norway and Sweden.
In 2008, Petteroes had a 58% share of the Norwegian roll-your-own segment and a 7% share of the cigarette category. The brand recorded net revenues, excluding excise taxes, of approximately NOK 370 million (USD 54 million), and operating companies income of approximately NOK 260 million (USD 38 million), in the fiscal year ending June 30, 2008.
The transaction is subject to approval by the European Commission and certain individual country regulatory agencies and is expected to be completed during the first quarter of 2009. The transaction is projected be modestly accretive to net earnings in 2009.
2009 Full-Year Forecast
PMI forecasts 2009 full-year diluted earnings per share to a range of $2.85 to $3.00, at current exchange rates, versus $3.32 in 2008. Excluding an adverse currency impact of $0.80 per share, 2009 guidance is projected to increase by 10%-14%. This guidance excludes the impact of any potential future acquisition.
So, we know the dollar has had a nice rally of 12% in Q4 2008. PM sells tobacco in local currencies and then converts them into dollars, a strong dollar means that the $$ they take in from foreign currencies converts to fewer dollars, a weaker dollar mean the opposite.
Now, the dollar since then has fallen 7%. Now the exact timing of the transactions and the exchange rates determine the $$ amounts gain or loss but the trend is down. If you believe the trend will continue to fall, then the guidance that PM gave for profits is low, perhaps very much so
It will be interesting to watch unfolds but I am going on record saying that PM will blow past the $2.85 to $3 a share on 2009 they forecast…easily…
Oh, and we will be able to thank Ben Bernanke and Tim Geithner for running the dollar printing presses at full speed and debasing the value of the dollar…
Disclosure (“none” means no position):Long PM
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Trying to think of a good moniker for my optimistic reader who sends me these excellent posts…idea?
The reader writes:
I saw this and would agree with Jackson that auto sales are the key. If you could get 10-15% increased sales from improved credit then I think the market as a whole would take this as a very strong positive. This would be the signal that the market needs to flip from thoughts of a dire “end to the world” to one of “on the track to recovery”.
The best investors look at what key individuals are doing every day. I get Google alerts to about 200 corp managers and portfolio managers. These are individuals whose track records I have screened and found to be much, much better than the rest. Most look to see what a guru is buying, but have no idea as to what that individual’s investment is really like. So, most remain in constant confusion of looking for sound bites-Buffett buys BNI and don’t know how to determine what Buffett sees. You have to study people and once you see reported activity or comments, you must be able to place Buffett in context with Berkowitz and these “gurus” in context with others as well as market valuations to get the full picture. You must go deep enough to be able to judge the investment judgment of these “gurus”.
The world is about individuals. We tend to lose track that companies are run by individuals and that track records for PG or AN are only in a minor fashion the track records of their very different industries. Track records of companies are mostly the track record of a single individual, the CEO and the culture he/she imposes on the machinery of a business. Once your focus is on the people and a business cycle of ~5yr, then you begin to listen to only individuals like Mike Jackson or Warren Buffett and the like. You tend to ignore the wealth of worthless information thrown about and focus only on the valuable tidbits. It is these tidbits you string together in a cohesive line of investment analysis. I take Bruce Flatt’s activity, add the story of Moulder and Vaughn buying real estate in London and juxtapose with Mike Jackson’s commentary within my over all process and get a picture that we are on the verge of a major change in market psychology for the better. Psychology = trust/lack of trust = Liquidity and Credit. Flip psychology to a positive track and the world suddenly has a different perspective-the market soars.
Here is the WSJ Article he references (for the record I am long AutoNation, I have no idea if the reader is):
Posted on Fri, Jan. 30, 2009
AutoNation (AN) looking to reverse sales slide
BY PATRICK DANNER
Coming off a dismal three months for car sales, Fort Lauderdale’s AutoNation is counting on federal aid to jumpstart the moribund car business.
AutoNation, the nation’s largest seller of cars, hopes a new plan by the Federal Reserve to loosen credit will be the cure for consumers who haven’t been able to buy a car because they can’t get a loan.
”I really see a tipping point in the first quarter, in February, with TALF,” said Mike Jackson, AutoNation’s chairman and chief executive, referring to the Federal Reserve’s Term Asset-Backed Securities Loan Facility.
The U.S. central bank, as early as next week, could start offering up to $200 billion in loans to investors that hold securities backed by pools of auto loans and other debt. The intent of the program is to get banks and other institutions lending. Jackson blamed Lehman Brothers’ September bankruptcy for freezing credit markets.
”We do believe there is a possibility of improvement in March if credit really begins to thaw,” Jackson said. ”We could have a lift in [sales] of 10, 15, 20 percent in a very short period of time if we could get some level of normal credit” for borrowers.
Any improvement can’t come soon enough for the nation’s largest automotive retailer, which just endured what Jackson called the most difficult period in his 40-year career.
”Never in the history of the automobile business has there been a collapse in sales for every brand and every manufacturer in every part of the country,” Jackson said. “Everything surprised me in the fourth quarter.”
AutoNation’s revenue plunged by a third to $2.7 billion, primarily on the drastic drop in sales of new and used vehicles. For the year, AutoNation recorded revenue of $14.1 billion — its smallest in a decade.
AutoNation sold 45,400 vehicles last quarter, about 30,000 fewer than in the same period in 2007. That was nearly a 40 percent drop, but better than the 49 percent slide the industry experienced, noted AutoNation President Mike Maroone. Unit sales of used vehicles were off 21 percent. In Florida, where AutoNation operates dealerships under the Maroone name, sales were off 50 percent, Maroone said.
Still, AutoNation turned a profit for the quarter after sustaining a $1.4 billion loss in the third quarter from writing down the value of some of its dealerships — which ended a string of 34 straight quarters in the black. The company earned $67.1 million, or 38 cents a share, aided by a tax benefit and the repurchase of debt. For the year, it lost $1.2 billion.
Earnings from continuing operations, which exclude special items, was 12 cents a share — narrowly beating the average 11.5-cent estimate of 12 analysts polled by Bloomberg.
Meanwhile, AutoNation announced it achieved $200 million in annualized cost savings, double the reductions forecast in July. The company trimmed its workforce by about 3,700 people last year, significantly reduced advertising spending and cut the number of stores.
As much as 80 percent of the cost reductions are considered permanent rather than temporary, said Michael Short, AutoNation’s chief financial officer, during a conference call with analysts.
At the end of the year, AutoNation had an 84-day supply of new vehicles, up from 52 days at the end of 2007. By comparison, Maroone said, the industry had a 119-day supply at the end of 2008.
To shrink inventory, and in turn lower the interest it pays carmakers while those vehicles sit on its stores’ lots, AutoNation earlier this month said it was cutting orders of new vehicles by as much as 60 percent.
On Thursday, Jackson acknowledged AutoNation has encountered some resistance from manufacturers. General Motors and Chrysler, in particular, have implemented programs requiring dealers to buy more inventory to receive incentives on the inventory they want, he said. ”That has definitely created some friction,” Jackson said. ”But we’re not playing that game.” AutoNation is getting the vehicles it wants, he added.
GM spokeswoman Susan Garontakos said she had no comment on Jackson’s remarks. ”No one forces a dealer to do anything,” she said. “A dealer can decide to do that or not.”
Said Chrysler spokeswoman Carrie McElwee: “We’re not pushing back. We’re really talking to [dealers] about the programs and initiatives we have for 2009.”
Disclosure (“none” means no position):Long AN
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Some more thoughts on the economy….
Yesterday Dow Chemical (DOW) reported and there were two numbers related that have thus far, been ignored as to their greater effect aside from Dow.
Some background. Dow makes the “stuff” and is used to produce the items that go into almost everything we used. So, if they are not selling their products, it is because end users, (you and me) are not buying cars, houses, anything made of plastic or this that need to get shipped. Without going into a chemistry lesson, they are a “building blocks” manufacturer in short.
Yesterday Dow said that Q4 production ran at 65%, a low number not seen in over 25 years. Here is the worse number. December, was 44%……44%!! That means that until December Dow was running approx. 75% in both October and November. Essentially in December international manufacturing activity fell to a bare subsistence level (Dow does business in over 160 nations).
Dow also said it has seen “December trends continue through January”. From this we can see that Q4 US GDP does not accurately reflect the current world economy its direction and. A 3.8% fall does not reflect the condition we are seeing now in 2009 Q1. Simply put, erase Q4 from your mind and concentrate on just December, that is the trend going forward.
Here is the current employment picture:
The blue dots are ADP numbers and the red “x” are the acual BLS numbers (Bureau of Labor Statistics).
Not good and getting worse.
What is the point? Folks keep asking me what I am buying. Answer? Not stocks. Not now. I think Q1 numbers are going to be really bad (yes, worse than Q4 2008) and lower prices will be had. I do not think the current “stimulus” plan as it is currently proposed will do anything in the short term (6 months) and most likely longer as most direct job creation spending there actually is in it (very little) does not occur until the end of 2009 and 2010. There is virtually nothing coming soon.
Are we doomed? No. Are we going to loose are international standing? No. The world itself cannot recover unless we do. I do not see any significant recovery until the end of 2009 which means low equity prices are in order through this summer. Even if you are “long term”, I would advice waiting. There are scores of quality companies that may be cutting dividends (Dow, GE (GE) to name just two) and that would cause additional price fluctuations and for those who may be buying them for income, dramatic reductions there would be in store.
In short, most investors today have never really seen a hard recession. If we are headed, and based on Dow’s numbers we are, for a year not seen in 25 years, that would put us back to the 1980-81 recession. Now, I was only 12 then and most of today’s investors do not know what it was like. I do remember gas lines and am not saying we are heading back there but most folks today have only really experienced economic bumps in their adult lifetime, not a huge pothole and that is where we are headed. How they will react is really an unknown.
They could continue to spend and make their individual situations even more tenuous OR they could retrench spending and make saving a priority. The former is better for the economy for now but the latter is better for long term prospects.
Am I going to panic and sell everything? No. I’ll continue to collect my dividends and wait. But I do have new money to invest that is sitting OR going into oil (USO), (DXO) and Gold (GLD) for reasons discussed in previous posts (there are more but those are just two examples).
All this means that in order to make “market comparisons” one has to go back to the 1970’s and early to mid 1980’s and ignore recent history as we really have not seen the same economic conditions since then. To compare market behavior since then in recent economic dips and draw conclusions to today is meaningless to an certain extent.
Just hunker down and don’t panic, this to will pass. Just do not get fooled by the occasional market jump…
Disclosure (“none” means no position):Long DOW, GE, DXO, GLD, none
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Exxon, LeapFrog, Oil, The dollar
– I thought high oil was the reason for record profits? Another reason to ignore the MSM
– Not sure if this is cool or not
– This is a really good article on oil
– It will be very bad when this happens
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This is the testimony that will given in front of the House Financial Service Subcommittee on Capital Markets, Insurance, and Government Sponsored Enterprises Hearing tomorrow.
FOX BUSINESS EXCLUSIVE: Harry Markopolos Testimony
Disclosure (“none” means no position):
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