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@ VIC Jeffery Schwartz- Metropolitan Capital Advisors

“Taking What The Defense Gives You” was the title of his talk.

Jeffrey E. Schwarz is the Co-Chief Executive Officer of Metropolitan Capital Advisors, Inc., which he co-founded in 1992. He is the Chairman of the Board of Bogen Communications International, Inc. and a member of the Board of Cyberonics Inc. Mr. Schwarz is a Summa Cum Laude graduate of the University of Pennsylvania’s Wharton School, where he received both his BS in Economics and his MBA.

* Schwartz compared investing to a two-minute drill in the NFL. When your team is behind, rather than trying to score a touchdown on one play with a deep pass against a defense specifically designed to stop that, he says many successful game winning drives are accomplished by taking the shorter passes the defense is essentially giving up.
* Rather than buying the “flavor of the month” he says the place to make money is in the “unloved and unwanted sectors”.
* Said to avoid renewables (solar, wind etc.) as the sector will experience a “washout”.
* The market is insistent on being rewarded instantly “like a small child”
* After the 1987 crash, has not used leverage.
* By using leverage you have to be right twice, both on the idea and time.
* The market always extrapolates current conditions into the future (used $140 oil as an example.
* Likes offshore drillers as they have contractual cash flows locked in (Transocean (RIG), SeaDrill (SDRL)).
* Have invested in rigs that have a 25 year life span
* Stocks have followed commodity price down even though contracts in place are bot effected by it.

Idea #1
* Golar LNG (GLNG)
* Currently buying at today’s prices.
* Has rigs that can transport and then re-gassify LNG.
* Are the first in the world to produce these rigs.
* Has contracts to supply these rigs around the world and are paid $100,000 a day for each rig.
* Predicts over $10 a share in FCF in four years and the stock currently trades around $9.

Idea #2
* Domtar (UFS)
* Manufacturer and marketer of uncoated freesheet paper and also manufactures papergrade, fluff and specialty pulp (I don’t know what that is either).
* Using free cash flow to pay down debt.
* “The world will always need paper”
* Competition is shrinking
* Successful at implementing price increases.
* Selling non-core businesses.
* Trading at 4 times FCF in a business he feels is relatively recession .


Disclosure (“none” means no position):None
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Fed to Pay Interest on Reserves

This was a long time coming…

From the Fed:
The Federal Reserve Board on Monday announced that it will begin to pay interest on depository institutions’ required and excess reserve balances. The payment of interest on excess reserve balances will give the Federal Reserve greater scope to use its lending programs to address conditions in credit markets while also maintaining the federal funds rate close to the target established by the Federal Open Market Committee.

Consistent with this increased scope, the Federal Reserve also announced today additional actions to strengthen its support of term lending markets. Specifically, the Federal Reserve is substantially increasing the size of the Term Auction Facility (TAF) auctions, beginning with today’s auction of 84-day funds. These auctions allow depository institutions to borrow from the Federal Reserve for a fixed term against the same collateral that is accepted at the discount window; the rate is established in the auction, subject to a minimum set by the Federal Reserve.

In addition, the Federal Reserve and the Treasury Department are consulting with market participants on ways to provide additional support for term unsecured funding markets.

Together these actions should encourage term lending across a range of financial markets in a manner that eases pressures and promotes the ability of firms and households to obtain credit. The Federal Reserve stands ready to take additional measures as necessary to foster liquid money market conditions.

Interest on Reserves
The Financial Services Regulatory Relief Act of 2006 originally authorized the Federal Reserve to begin paying interest on balances held by or on behalf of depository institutions beginning October 1, 2011. The recently enacted Emergency Economic Stabilization Act of 2008 accelerated the effective date to October 1, 2008.

Employing the accelerated authority, the Board has approved a rule to amend its Regulation D (Reserve Requirements of Depository Institutions) to direct the Federal Reserve Banks to pay interest on required reserve balances (that is, balances held to satisfy depository institutions’ reserve requirements) and on excess balances (balances held in excess of required reserve balances and clearing balances).

The interest rate paid on required reserve balances will be the average targeted federal funds rate established by the Federal Open Market Committee over each reserve maintenance period less 10 basis points. Paying interest on required reserve balances should essentially eliminate the opportunity cost of holding required reserves, promoting efficiency in the banking sector.

The rate paid on excess balances will be set initially as the lowest targeted federal funds rate for each reserve maintenance period less 75 basis points. Paying interest on excess balances should help to establish a lower bound on the federal funds rate. The formula for the interest rate on excess balances may be adjusted subsequently in light of experience and evolving market conditions. The payment of interest on excess reserves will permit the Federal Reserve to expand its balance sheet as necessary to provide the liquidity necessary to support financial stability while implementing the monetary policy that is appropriate in light of the System’s macroeconomic objectives of maximum employment and price stability.

The Board also approved other related revisions to Regulation D to prescribe the treatment of balances maintained by pass-through correspondents under the new rule and to eliminate transitional adjustments for reserve requirements in the event of a merger or consolidation. In addition, the Board approved associated minor changes to the method for calculating earnings credits under its clearing balance policy and the method for recovering float costs.

The revisions to Regulation D and the other changes will take effect on Thursday, October 9, 2008. The Board recognizes that depository institutions may choose to adjust their typical liquidity management practices in light of the payment of interest on required reserve balances and excess balances; the primary credit program and other Federal Reserve liquidity facilities are available to help institutions meet temporary funding requirements.

The Board’s notice of its actions regarding the amendments to Regulation D and associated changes is attached. While the action is effective immediately, the Board will accept public comments until November 21, 2008, and the proposal will be published in the Federal Register shortly. The Board will adjust the rule as appropriate in light of comments.

Substantial Further Increases in Term Auction Facility Auctions
The sizes of both 28-day and 84-day Term Auction Facility (TAF) auctions will be boosted to $150 billion each, effective with the 84-day auction to be conducted Monday. These increases will eventually bring the amounts outstanding under the regular TAF program to $600 billion. In addition, the sizes of the two forward TAF auctions to be conducted in November to extend credit over year end have been increased to $150 billion each, so that $900 billion of TAF credit will potentially be outstanding over year end.

FULL RELEASE


Disclosure (“none” means no position):
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@ VIC Bill Ackman on Wachovia

Bill Ackman spoke at the Value Investing Congress on Wachovia (WB), Wells Fargo (WFC)and Citi (C).

* Outcome determined based on which transaction creates most value for shareholders
who will decide by majority vote
* Wachovia Board of Directors will pursue highest-value/highest-certainty transaction
* Citi transaction value uncertainty is largely due to limited disclosure about Pro Forma Wachovia Corp. This is easily addressed through additional disclosure
* Wachovia never filed an 8-K detailing the terms of the Citi transaction and providing a pro forma income statement and balance sheet as well as a detailed schedule of assets of Pro Forma Wachovia Corp. SEC requires companies to file an 8-K
detailing material agreements within four business days
* In order to increase transaction certainty, Citi may propose to acquire all of the
Holding Company at a higher per-share price than WFC or team up with another buyer who will acquire Pro Forma Wachovia Corp at a higher price than Wells Fargo
* Wells Fargo would likely increase its offer or buy Pro Forma Wachovia Corp along
with selected branch and bank assets
* Pro Forma Wachovia Corp will give buyer/merger partner an industry-leading
position with a nationwide brokerage network and asset management franchise
* Pro Forma Wachovia Corp has no debt, $9.8 Billion of non-cumulative perpetual
preferred and substantial cash and tax refund assets which allow for a stock buyer to make a highly capital-accretive transaction
* Pro Forma Wachovia Corp will have additional tax attributes that can shelter
future income or gain
* These attributes make Pro Forma Wachovia Corp particularly attractive to
Morgan Stanley and Goldman Sachs, for they are now deposit-taking institutions that will seek to deleverage and would benefit from the Wachovia Securities broker, financial advisor, and deposit-gathering network
* With cash, tax attributes, cash-generative operating businesses, and non
-cumulative perpetual liabilities, Pro Forma Wachovia Corp is also an ideal
investment vehicle (think Berkshire Hathaway)

But what about the “exclusivity” agreement with Citi? Ackman said the following language from the Bailout Bill destroyed it.

Remember where Wachovia CEO Bob Steel worked before his current job? Treasury.

The hidden gem here is the brokerage business:

So, what does Ackman value the parts and shares at?

Here is Ackman on CNBC talking about the tax issue:

Ackman gave a press conference after I attended and answered questions for over an hour. More on that later.


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Borders CEO George Jones Interview

Sorry this took longer than expected. The person who does my transcribing had the audacity to get the stomach flu. Here is Borders (BGP) CEO George Jones.

In full disclosure I am a shareholder. I debated a long time before buying shares, and one of the reasons I did was the question of whether or not the analysts were right about the book business in itself, not specific to you but just in general. With retailers like Wal-Mart (WMT) and Amazon (AMZN) now in the mix is the model (the stand alone bookstore), maybe not dying, but stagnant? Can you address that and tell me how people are wrong about it and how you see the model?

I have been at Borders for about two years now–since July 2006–and as soon as I arrived, people questioned whether I realized the challenge of the business and what I was getting into. Of course, I had done my due diligence and knew coming in that our business is really several businesses–books, music, movies, cafes, gifts and stationery, etc., and I understood the complexities of each and the competitive and environmental challenges of each. But what I found most compelling was the Borders brand and the people. Borders is a much-loved, highly regarded brand with some of the most intelligent and engaged employees I’ve worked with in the retail industry. I felt then and still feel now that we are a terrific company with great opportunities. It’s not a secret that the music business is extremely challenged industry-wide and it has clearly affected Borders. What we’ve done about it is to reduce space in our stores devoted to music in favor of other categories that have higher margins and are growing—categories such as Children’s and Bargain books, for example. When it comes to the book business, it is certainly not a dying business. I personally believe that people will always want books to be informed and entertained. The format their books take may evolve over time, but books will always be a part of people’s lives. If you take our second quarter 2008 results for example, our book business (once the Harry Potter comparisons of a year ago are factored out) was down slightly overall—and that’s in a really tough economic environment. There are some categories—such as Children’s and Bargain—that continue to grow and thrive even in the current challenged economic environment.

To give one example of the vitality of the book business, take Stephenie Meyer. She is on fire! We recently (in August) had the big release and midnight parties in our stores for her book “Breaking Dawn.” We sold over 250,000 copies in day one of that title alone and we had 225,000 excited fans show up at our stores nationwide for the midnight book release parties. That’s a sign of the great vitality in our business when you can marry a book release with an experience and we do that at Borders extremely well.

As I said, our bargain book business is also doing well. You have a lot of customers in today’s economy looking for value and we’ve certainly played that up and turned this into a very good business for Borders. In addition, I should mention the strength we have in the category of Graphic Novels, which has always been good for us but has become even better with the success of superhero films like “The Dark Night” Batman film and “Iron Man,” as well as growth in Manga. So, we have strength in key categories that are quite healthy and growing really well.

How is the technology playing a role?

We are certainly embracing technology and going forward with it in our stores and online. Don’t get me wrong…I do not think that technology and self-service in our stores will even vaguely replace the fact that you can come into our stores and there is someone who greets you and is knowledgeable about books. That is and will always be a huge part of our business. Yet, we are doing more with technology to stay in-step with how our customers use it today. For example, we will be rolling out kiosks in our stores that feature our new Borders.com site. Not only will customers be able to search on it for titles, but they will be able to order items online as well as find a wealth of information right there in the store including book reviews, staff and customer recommendations, event information, interviews with authors, and things like that. So technology certainly does play a role, but we still obviously put great importance on the role that our book sellers have in exceeding customer expectations and we think, frankly, that’s an advantage for us, as we have really knowledgeable people working in our stores.

So what about the Kindle. I personally can’t imagine taking an electronic book to a beach during a summer vacation. Do you see that as being anything more than a little niche kind of product or do you think it will grow and be significant in the book industry?

I think it will grow but the vast majority of customers in the foreseeable future will continue to prefer a good, old-fashioned printed and bound book. That said, we have our own partnership with Sony and the Sony Reader Digital Book. We got into this alliance soon after I arrived here in 2006. Borders was the first and only retailer outside of SonyStyle stores to sell the Reader for a number of months and even though the retail network has widened since then, our affiliation with Sony has continued to expand…we have a co-branded e-book store with Sony at http://ebooks.borders.com that keeps expanding and offers downloads of e-books for the Reader. We think we are great partners together and we are big supporters of Sony. Does this represent a significant portion of business right now? No. But we’re going to be in it because it’s all about embracing technology and having what customers want—whether it be a traditional book or an e-book and the device to read it on.

Borders.com, when you guys rolled it out, I want to say June, you had said you had expected it to be profitable this year, are you still on track for that?

We said in our second quarter release that we are on track for the site to break even in its first year. We feel good about it. We launched the site in May of this year and it went through a pilot phase where we put it out there and people starting using it, we worked out some of the expected bugs and glitches and then in July we began marketing the site.

One of the big reasons we wanted to get this site up and running is that we have an incredibly successful Borders Rewards loyalty program that now has approximately 29 million members and is still growing at about 130,000 new members each week! These are our best customers who spend more on average per visit. In the past, under our former agreement to have the site operated by Amazon.com, these customers could not use the Rewards program when they shopped online, which was not acceptable. Wanting to serve these customers was part of the overall vision we had in mind as we were building this site; to get the e-commerce back in our hands and under our control so we can maximize it as a powerful tool to serve customers and sell products. We send weekly e-mails to these 29 million Borders Rewards members called the Borders “Shortlist.” In the past, when the Shortlist talked about a particular title, the customer had to make note of it and go to our stores to get it. Now, with our own web site, we have a buy button right there within the Shortlist that takes interested customers right to Borders.com so they can buy it instantly.

There are many advantages to Borders.com and customers tell us they love it. It’s very early in the site’s life, as we just started to market it near the end of our second quarter, so the sales results we reported reflect that. We feel really good about the site and are on-track.

You said in the past that those Rewards members, the 29 million people, they’re your most valued people, can you quantify the value of a member of that?

We haven’t released any figures on the spending patterns of our Borders Rewards members, but I can say that Borders Rewards customers account for the majority of our sales.

Now Borders.com, Barnes and Nobles averages about a $100 million a quarter in sales, based on your first quarter (with the site in operation) you’re not tracking all that far off that, obviously your expectations would be what for Borders.com?

I have to be clear that we have not issued any sales expectations for Borders.com. Our second quarter results reflect only a small period of time when the site was actually marketed, so it is still very early and too early to draw conclusions. The only thing we’ve officially said is that we expect the site to be break-even in its first year and then make a profit after that. It’s a good opportunity for us.

Your $120 million dollars in cost savings annually, what percentage of that would you quantify as more permanent savings? I know some of that is in labor and stuff like that and obviously when the economy turns itself it starts to pick up some of those savings will be lost, but how much of that savings is more of a permanent savings?

We’ve stated that we will trim $120 million in annual expenses as part of a new base operating model for our company, realizing $60 million of that yet this year. It’s a permanent savings—100% of it.


Really?

Basically, what we have taken out of our business in terms of expenses, we plan on keeping out.

The “Strategic Review” process. Is there a point in which going forward in which your going to say “you know what, enough, we don’t need to sell for shareholders to realize value we can do this on our own”? This kind of up in the air kind of thing, people don’t have a lot of confidence when they don’t know what’s going on. They think your selling because things are bad.

I cannot make any comment about the strategic review process.

Would it be safe to say Borders is not on “Strategic Review” because it doubts its viability?

Again, I cannot make any comment on the process, but when we announced it we said that we were undergoing this process to assess our long-range options.

Last earnings call you guys were asked to give guidance to the future and obviously didn’t want to do it with the economy and the way things are kind of just hanging out there now, but I personally detected sort of a “we can’t give guidance but you will be surprised” kind of thing to the positive side of for shareholders.

We actually do not provide guidance. We ceased that practice in March 2007 when we unveiled our strategic plan to turnaround the company…we said that we were in a turnaround situation and were not going to give guidance going forward. We haven’t and won’t be giving guidance. I can tell you we are real pleased with this progress we are making on improving our balance sheet, controlling expenses and managing inventory in spite of the fact that it’s a really tough environment out there and it continues to be a tough environment. We are focused on running our business sensibly and driving the best results we can in this environment. I believe we can weather the storm and eventually the air will clear and we will be ready to forge forward.

The new concept store you have rolled out, every time I hear someone in management talk about them, I get the “we couldn’t be happier” vibe from you guys, first of all is that true? And second, do you intend to accelerate the openings of those?

First off, we couldn’t be happier. We are really thrilled with the concept stores. We have 13 of them open now and they are all over the country. We opened the first one in Ann Arbor because we wanted to run it right here in our corporate home base where we could use it as a lab or sorts. We have since opened 12 more in addition to that first store in Ann Arbor and their locations range from southern California to Connecticut, Massachusetts to Florida to Indiana. These stores are doing well. We will be opening up our 14th store in New Orleans in November and we think it’s an exceptional location there.

Our strategy going forward is to pull back in terms of our new store openings, to allow us to take what we learned from these concept stores and spread it to our existing stores, so that’s really how we are going to get the benefit of the concept stores. Simply opening 14 concept stores and having them do well really doesn’t move the needle in a company as big as ours, we have over 520 superstores. The real benefit of it is that we take those things we have learned and are able to put them back into our existing stores so we can leverage the learning and really build something with an impact.

Now, are all these new stores or are some are refurbs,

All of the concept stores are new stores, not remodels.

So you don’t have before and after numbers?

No, but I can say that the concept stores in general out-perform new stores of the past.

Significantly?

We have not disclosed that, but their productivity is improved versus our previous openings in previous years. We are really pleased.

If you had to look at Borders right now, what would be your biggest area you would have to say “we have to run at this as fast as we can” because this is a huge opportunity for to capture?

Overall, it is our mission to be a headquarters for knowledge and entertainment. It really goes away from the way Borders looked at its business previously, as simply sellers of books, music, movies but also with a cafe and stationery. We are trying to build a much better business by becoming a true headquarters for knowledge, information, and entertainment. So, when you look at it that way, there are a lot of things you can do, and one of them is incorporating technology and the internet.

Pershing and Paperchase, say what you’re allowed to say. The whole reason for doing a loan with Persian was potential liquidity issues. Now people are concerned about if that has to be paid back those issue re-arise would you be able to say that those issue barring any significant economic collapse should be put to rest by people thinking about investing?

All I can do is point you to our second quarter results where we showed that we are significantly strengthening our balance sheet by paying our debt down, improving inventory productivity and we have dramatically improved our cash flow. We are doing the right things to position our business for the long term.

So paying back the Pershing loan will have very little impact on the equity going forward.

Our plans factor this in.

Personally, I can’t stand it when people give guidance, are you planning on going back there, is there something that makes your life easier with analysts?

Not planning on it in the foreseeable future. I will tell you that retailers are going more and more away from giving guidance, so I can’t imagine why we would want to go back to doing it.

Now, it is hard to capture tone in a written article but I do have to say that Mr. Jones is very confident about Borders and its prospects. Of course there are specifics that cannot be said, but the tone at which questions are answered at time can speak volumes more that the words. This is one of those times. While not stated, one cannot escape the feeling that Mr. Jones feels an urge to sell the chain unless he gets the price he wants.

Let’s not forger the job currently being done and a retail environment that is really hurting others. Next earning are due Nov. 25th. It will be a good day for shareholders..


Disclosure (“none” means no position):Long BGP, WMT, none
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@VIC notes

Some notes from day 1

* Housing: the worst is still to come. The pick a pay mortgage crunch will surpass subprime in 2010 and 2011

* Natural gas has been talked about by two speakers so far

* Ackman answered question (including some from yours truly) for over an hour at a press conference after his talk. Good stuff

* Mosaic (Mos) and Potash (pot) were pushed by John Burbank who has grown $ forty percent for over a decade

More later

Thank you,

Todd Sullivan

Sent from my BlackBerry® wireless device

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Off To Value Investing Congress (VIC)

Heading over to the Congress this morning just in time for what looks to be a market meltdown today. It will be interesting to gauge the mood of the room.


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Monday’s Links

Mudd, Cullen, Frugality, Moody’s

– Please read this. Note the opening quote…no wonder they failed…they just did not listen

– James nailed Wells Fargo (WFC) and USB (USB)

– We could use a little

– Is anyone still listening?

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Wilbur Ross on Credit

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Book Review: Mr. Market Miscalculates

Did you get burned on housing, Fannie (FNM) or Freddie (FRE)? Did you not buy Altria (MO) in 2000, yielding over 9% and miss out on 24% a year since? If you did it is because you have not read James Grant’s Interest Rate Observer or, if you did, you ignored it to your own peril.

First the boilerplate stuff:
Collected from speeches and editorials by Grant, the editor of Grant’s Interest Rate Observer, these essays are remarkable for their prescience: two years before subprime mortgages collapsed, the author described them as “not one borrower left behind” and when other analysts were worried about the effect of a Fed interest rate increase, he foresaw that the “risk to house prices lies not with interest rates but with lending standards.” Other chapters attack bubbles in stocks and the dollar with erudition and wit (“Economics, mistaking itself for physics, is wont to turn up its nose at history, but the past has much to teach”; “as dress on Wall Street has become more casual, so have the monetary arrangements… the gold standard and swallowtail coats have given way to Greenspan and open-neck shirts”). It’s hard to imagine reading any other investment newsletter even a week after publication. Grant’s is the exception; it paints on a larger canvas and is infused with the author’s generous spirit and rich sense of humor. (Nov.) — Publishers Weekly, September 22, 2008

Collected from speeches and editorials by Grant, the editor of Grant’s Interest Rate Observer, these essays are remarkable for their prescience: two years before subprime mortgages collapsed, the author described them as “not one borrower left behind” and when other analysts were worried about the effect of a Fed interest rate increase, he foresaw that the “risk to house prices lies not with interest rates but with lending standards.” Other chapters attack bubbles in stocks and the dollar with erudition and wit (“Economics, mistaking itself for physics, is wont to turn up its nose at history, but the past has much to teach”; “as dress on Wall Street has become more casual, so have the monetary arrangements… the gold standard and swallowtail coats have given way to Greenspan and open-neck shirts”). It’s hard to imagine reading any other investment newsletter even a week after publication. Grant’s is the exception; it paints on a larger canvas and is infused with the author’s generous spirit and rich sense of humor. (Nov.) –Publishers Weekly

The book:
Grant is a scathing critic of the Fed and its now decade use of low interest rates to prop up economic growth. In the mid 1990’s Grant predicted, almost to the tee, the current situation we find ourselves in today. Article after article warned of the tenuous (at best) situation at Fannie and Freddie and described in detail how gluttonous subprime lending, caused by irresponsibly low interest rates (and government mandate) was going to cause a collapse of the housing market, and then due to securitization, a banking crisis. Anyone read the papers lately?

Grant avoids to common thread today of laying blame on a political party or a particular person. He instead lays the majority of it at the feet of the Fed. Grant argues, successfully I think, that massive Fed liquidity injections and 1% interest rates, causing an actual negative real rate of interest (the interest you receive minus the rate of inflation) lead to yield hunting. The easiest way to accomplish it was to lend the money to hungry home buyers and owners. When the AAA rated buyers were exhausted, yield hunters moved down the credit chain.

When they reached the bottom of the yield chain, they moved on to alternate mortgages (interest only, no money down, no verification etc.). All the while, the loans were being combined, sliced and diced in to CDO’s, MBS’s and a whole litany of cryptic letter denominated securities. These were sold to other yield hunters and provided more cash for additional lending.

Grant argues that much of what we are experiencing today may have been avoided had we accepted 3% plus GDP growth was not a mandate, kept interest rates at more of a sane level, fought inflation rather than accepting it and kept the dollar from depreciating.

For over a decade, Grant laid out a thesis that doing the above would avoid the mess we find ourselves in today. Now ,agree or not with what he says, it would be hard to believe and make a convincing argument he was this right for all the wrong reasons.

When you put this book down you will say what I did 1/4 of the way through, “Had I only read James Grant 10 years ago”. You could have made a bundle, or, more importantly saved one..

Pre-order the book here:


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Pershing Files13D/A in Borders

Here is the latest on Pershing and Borders (BGP)

This calculation is based on 75,238,934 shares of common stock of Borders Group, Inc. This figure is based on 60,538,934 shares of Common Stock outstanding as of August 29, 2008 as reported in its quarterly report on Form 10-Q for the quarterly period ended August 2, 2008 and warrants covering 14,700,000 shares of Common Stock described in Item 4.

This Amendment No. 8 (this “Amendment No. 8”) amends and supplements the statement on Schedule 13D, as amended to date (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 (“PS Management”), (iii) Pershing Square GP, LLC, a Delaware limited liability company (“Pershing Square GP”), (iv) William A. Ackman, a citizen of the United States of America and (v) BGP Holdings Corp. (collectively, the “Reporting Persons”), relating to the common stock (the “Common Stock”) of Borders Group, Inc., a Michigan corporation (the “Issuer”). Unless otherwise defined herein, terms defined in the Schedule 13D shall have such defined meanings in this Amendment No. 8.

As of October 1, 2008, as reflected in this Amendment No. 8, the Reporting Persons are reporting beneficial ownership on an aggregate basis of 25,297,880 shares of Common Stock (approximately 33.62% of the outstanding shares). This includes warrants covering 14,700,000 shares of Common Stock, which represents 9,550,000 warrants received on April 9, 2008 (as previously disclosed) and an additional 5,150,000 warrants (as further described below in Item 4). The Reporting Persons own cash settled, total return equity swaps covering 4,805,463 notional shares of Common Stock (as previously disclosed). The notional shares that underlie such swaps are not included in the totals set forth in the charts earlier in the Schedule 13D. The aggregate economic exposure of the Reporting Persons to shares of Common Stock, including the aggregate shares of Common Stock beneficially owned by the Reporting Persons plus the aggregate notional shares underlying such swaps, represents approximately 40.1% of the sum of the outstanding shares of Common Stock and the shares of Common Stock underlying such warrants.
Item 4. Purpose of Transaction

Item 4 is hereby supplemented, as follows:

On October 1, 2008, Pershing Square received from the Issuer warrants to purchase 5,150,000 shares of Common Stock at $7.00 per share for a term of 6.5 years, in accordance with the terms of the Warrant Agreement referred to in Item 6, which is filed as Exhibit 99.3 hereto and is incorporated herein by reference.

Full Filing


Disclosure (“none” means no position):Long BGP
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The Week that Was……(video)

Probably the most dramatic week in recent history…


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Wachovia / Wells Fargo Merger Transcript Details

Here are the notable items from the Wells Fargo (WFC), Wachovia (WB) merger call.

– The synergies will be a $5 billion in that number on an annual basis, it’s about 10% of the combined costs of the expenses of the two organizations.
– Merger costs around $10 billion and target the closing for the fourth quarter. The due diligence has all been completed and the remaining approvals we need are regulatory approvals and shareholders’ approvals from Wachovia.
– Will have an industry leading 6,675 banking stores & an industry leading core deposits, or total deposits of just over $700 billion.
– Wachovia Corporation has some $498 billion in loans and the securities portfolios.
The losses are estimated in the asset portfolios of the company which on current estimates total $74 billion. The $74 billion figure is comprised of both credit and rate marks. The bulk of that estimated loss will be taken in the form of purchase accounting adjustments at close. The balance of that $74 will be realized in the form of charge offs over time.
– Combined capital ratios of the organization will be roughly the same to slightly lower at that point than Well Fargo’s capital ratios before the transaction. They are estimating tier one risk based capital at 7.5% compared with 8.2% at the end of June and total capital for the combined organization at the start being 11%, roughly the same as Wells’ standalone capital ratio at the end of June, 2008.

From Q & A
Jason Goldberg – Barclays Capital: “A couple of headlines flowing across I would hope you could react to; the first thing, Citi Believes It Has Exclusive Rights to the Wachovia Branch Operations and secondly, Fed Cautious About Wells Fargo Bid for Wachovia. If you could just talk to conversations with Citi and how that deal was structured with respect to this transaction? Why you think believe this deal supersedes that and any rights Citi may have, any breakup fees, etc.? And secondly, any comments you’ve had with the regulators with respect to this transaction?”

Richard M. Kovacevich: “We think that this deal is solid. We’re not aware of any merger agreements that had been consummated at the time. And as far as other issues, I haven’t seen anything in terms of issues that Citi has or doesn’t have. We feel very confident that this transaction has been done appropriately and we’ll continue and be consummated and we’ll go forward with it.”

This is a brilliant move by Wells. They get a quality bank (unlike Washington Mutual (WM) or Bear Stern (LEH), acquired by JP Morgan (JPM)) and vastly expand their presence throughout the US. The $5 billion in cost savings essentially mean a cost of $10 billion for the bank $4.62, dirt cheap..


Full transcript


Disclosure (“none” means no position):Long WFC
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AutoNation CEO Mike Jackson on "Bailout"

AutoNation’s (AN) Mike Jackson did the following interview yesterday on PBS

JEFF YASTINE: Earlier today, I spoke with Michael Jackson, CEO of AutoNation, the largest chain of auto dealerships in the country. I began by asking him how soon his business will feel the impact of the plan and when his customers will be able to get loans.

MICHAEL JACKSON, CEO, AUTONATION: As far as I`m concerned, the sooner the better, but it is going to be tough to predict exactly when it is going to happen. The banks have been saying no, looking for every excuse to say no, and they`re saying no to good costumers with good credit, with business that is very good for them. So clearly the banks are out of money to lend, and hopefully with the Treasury`s initiatives here, they can be back in business as soon as possible.

YASTINE: Now you`re the nation`s largest auto retailer, how bad is business, really?

JACKSON: Well, you know, it is a difficult economy to begin with. We`ve been struggling with it for the past two years, and we had the gasoline crisis in May, and by August, our business had stabilized from that. But then the credit squeeze turned into a credit crisis and a credit panic in the month of September, and it has impacted business by another 10 to 15 percent.

YASTINE: Do you think this bailout is enough boost consumer confidence, and restore trust in the financial system again?

JACKSON: It was — it is an absolute essential step on the journey back. Without it, there is no chance. But with this, I think that you`ll gradually rebuild trust and confidence, both with the banks and customers, and at least we can get the credit panic behind us. But we still, then, have to deal with the fundamentals of a weak economy, which are going to take more time to get through.

YASTINE: What are you telling your dealers at a time like this?

JACKSON: Just keep the visibility, and tell everybody it is not them, it is the environment. And we will get through this. We`re still solidly in the black and we`ll manage through this.

YASTINE: You know, one of the big Chevy dealers in the Southeast went under, went bankrupt last week. Will you be forced to close dealerships in a similar fashion, closing them in this environment?

JACKSON: Well, our business model is very different than what is happening — what happened to that Chevy dealer and some of our other competitors. They ran a business model of huge inventories with huge marketing budgets, high pressure tactics with razor thin margins. And that business model, with overcapacity and a dramatic decline in the business simply will not work.

YASTINE: You know, Mike, do you think we`re actually in a recession, and if so, the crystal ball question, of course, how long will it last?

JACKSON: I think the third quarter will show negative growth, and that`s even before the credit crisis and the credit panic really took off at the end of the quarter. So the economy is in serious trouble. What you cannot have, though, is a weak economy combined with a credit crisis/credit panic. You know, you have to go back to 1900 or 1930 to find similar circumstances. But when business is already weak and credit availability dries up, and by the way, the other shoe to drop will be that interest costs actually go up. If you look at the spread rates on LIBOR, because of the credit crisis, they`ve expanded by 200 basis points. So that`s a toxic combination that simply cannot exist for long or you do tremendous damage to the economy. Thank goodness Congress has acted and given the resources to Mr. Bernanke and Mr. Paulson, who are fighting this battle for our economy. And hopefully they take these new resources and apply them effectively to the market place and we can get things moving again as soon as possible.

YASTINE: Mike, thanks for your time on the program.

JACKSON: Thank you. My pleasure.

YASTINE: Our guest, Michael Jackson, CEO of AutoNation.

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

October 03, 2008                                                                                              

                                                                                                                                                                                                                                                                 

                                                                                                                                          

WILLIAM ACKMAN TO SPEAK ABOUT PERSHING SQUARE'S  INVESTMENT IN WACHOVIA

 

Presentation at Value Investing Congress this Monday

 

New York, NY – William Ackman will speak about Pershing Square Capital Management's investment in Wachovia (NYSE: WB) on Monday, October 6, 2008 at the 4th Annual Value Investing Congress.

 

Date:   Monday, October 6, 2008

Time:   11:40 a.m.

Place: Rose Theater

Frederick P. Rose Hall

Home of Jazz at Lincoln Center

Time Warner Center, 5th Floor

(Columbus Circle at West 60th Street)

Thank you,

Todd Sullivan

Sent from my BlackBerry® wireless device

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Ackman Owns 9% of Wachovia

From Bloomberg

William Ackman’s Pershing Square Capital Management LP bought a 9 percent stake in Wachovia Corp., now valued at $1.2 billion, according to a person with direct knowledge of the purchase.

The shares were acquired following Citigroup Inc.’s (C) Sept. 29 agreement to buy the bank and before Wells Fargo & Co. (WFC) announced a rival offer today, said the person, who declined to be identified because the purchases haven’t been publicly disclosed.

The purchase inserts Ackman, 42, into the latest skirmish in the credit crisis, a pitched battle over Wachovia’s (WB) deposits and branches after the Charlotte, North Carolina-based company went to the brink of collapse


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Disclosure (“none” means no position):None
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