Archive for June, 2011

Glencore Considering $19.5 Billion Bid for ENRC…

Monday, June 13th, 2011

You thought you had heard the last of Swiss based Glencore, the famed diversified commodities trading firm, with the news of its multi-billion dollar IPO.  Now rumors of a nearly $20 billion takeover?  Looks like Glencore’s management team is taking advantage of its new currency.  According to ENRC’s 3 founders, Alexander Mashkevitch, Patokh Chodiev and Alijan Ibragimov, who control 45% of the company, Glencore’s CEO recent discussed a possible merger.  ENRC, a Kazakhi miner, trades at a 15% discount to its peers, using a trailing P/E multiple, and is down almost 30% this year.

HISTORY OF GLENCORE

Glencore, headquartered in Baar, Switzerland, is the world’s largest commodities trading firm, which a 60% market share in the trading of zinc, and a 3% market share in the trading of crude oil.  The company is also the biggest shipper of coal in the world.  Glencore’s 485 traders own and run the company today.  It was formed by a management buyout of Marc Rich & Co AG in 1974.  Marc Rich, now a billionaire commodities trader at the time was charged with tax evasion and illegal business dealings, fleeing to Iran.  Years later, he was pardoned by President Bill Clinton.

In 1994, after failing to corner the zinc market, the company lost $172 million and nearly went bankrupt, forcing Rich to sell his share in the company back to the firm, which was renamed Glencore.  It was run by Rich’s inner circle, including Willy Strothotte and Ivan Glasenberg.

Over the years, Glencore has also been accused of illegal dealings with rogue states, including the USSR, Iran, and Iraq (under Hussein).  It has a history of breaking UN embargoes to profit from corrupt regimes.

The company owns stakes in Rusal, Chemoil, Xstrata, Minara Resources, PASAR, Evergreen Aluminum, Katanga Mining, Windalco, OAO Russneft, and many other firms.

INITIAL PUBLIC OFFERING

With its initial public offering weeks ago, Glencore was valued at about $60 billion, and raised about $10 billion.  Each of the 485 traders received average payouts of $100 million through the flotation.

I highly recommend reading, “Secret Lives of Marc Rich.”

Intralinks (IL) Falls 7.5%+ on No News, Possible Insider Trading Alert!

Tuesday, June 7th, 2011

After trading flat for days, Intralinks just lost over 7.5% on no news.  For those of you who aren’t familiar with the name, “IntraLinks, formerly TA Indigo Holding Corporation, is a global provider of software-as-a-service (SaaS) solutions for securely managing content, exchanging critical business information and collaborating within and among organizations.”  The company serves financial institutions host data rooms, etc.  Now the company performed well in 2010, missed guidance slightly this spring, and traded down 30%.  Over the past two weeks, it performed well enough to stay in a band around $20.00/share.

Through the last four down days, IL’s stock moved with the market, staying about $20, then gave up almost 10% of its value during the first half of the trading day.  The last time I saw a move like this on no relevant news was for Interoil Corp. in 2007, right before an insider trading investigation (which was eventually resolved, and the stock performed well):

InterOil has ‘undiscovered resources’ and calling a field ‘world class’ isn’t the same thing as actually knowing how much of a natural resource exists there. InterOil is capitalizing on the confusion between undiscovered resources (which are unknown quantities) and discovered resources. And the victims are the investors who falsely believe that InterOil has known quantities of natural gas, when in fact they do not.

Sam Antar, says InterOil’s stock is boosted by a manipulation scheme involving InterOil, John Thomas Financial, and Clarion Finanz AG:

I believe that InterOil with the assistance of Clarion Finanz concealed John Thomas Financial’s involvement in helping it raise $95 million through a private placement of convertible debt securities. Clarion Finanz acted as a buffer between InterOil and John Thomas Financial to help InterOil hide John Thomas Financial’s role in raising funds. Afterwards, InterOil filed false and misleading reports with the Securities and Exchange Commission in an effort to conceal John Thomas Financial’s role in helping the company raise $95 million in convertible debt.

Courtesy of Lawrence Delevigne

Bank Stocks Beware: Bernanke & Fed Support Increasing Capital Requirements

Tuesday, June 7th, 2011

U.S. bank indices fell 2% yesterday after fears that capital requirements would increase as much as 7%.  Bank of America (NYSE: BAC), fell below $11.00, the lowest since last year.  The discussion came about after the Basel Committee on Banking revealed how levered large financial institutions still were, and tried to reconcile levels with future recession risks.  A 7% equity capital raise for most banks would be catastrophic and dilute equity by 50%+, but a 3% raise seems manageable in a functioning economy.  The problem is that the U.S. economy is on life support, and that life support is called Quantitative Easing 2.  Once this support fades on June 30th, how will U.S. banks (at their already low valuations due to real estate risk and put backs) raise new equity capital?  A replay of 2009?  You be the judge.

According to Bloomberg, “The Fed supports a proposal at the Basel Committee on Banking Supervision that calls for a maximum capital surcharge of three percentage points on the largest global banks, according to a person familiar with the discussions.

International central bankers and supervisors meeting in Basel, Switzerland, have decided that banks need to hold more capital to avoid future taxpayer-funded bailouts. Financial stock indexes fell in Europe and the U.S. yesterday as traders interpreted June 3 remarks by Fed Governor Daniel Tarullo as leaving the door open to surcharges of as much as seven percentage points.

“A seven percentage-point surcharge for the largest banks would be a disaster,” said a senior analyst at Barclays Capital Inc. in NY. “It will certainly restrict lending and curb economic growth if true.”

Basel regulators agreed last year to raise the minimum common equity requirement for banks to 4.5 percent from 2 percent, with an added buffer of 2.5 percent for a total of 7 percent of assets weighted for risk.

Basel members are also proposing that so-called global systemically important financial institutions, or global SIFIs, hold an additional capital buffer equivalent to as much as three percentage points, a stance Fed officials haven’t opposed, the person said.

Bank Indexes Fall

The Bloomberg Europe Banks and Financial Services Index fell 1.45 percent yesterday, while the Standard & Poor’s 500 Index declined 1.1 percent. The KBW Bank Index, which tracks shares of Citigroup Inc., Bank of America Corp., Wells Fargo. and 21 other companies, fell 2.1 percent.

In a June 3 speech, Tarullo presented a theoretical calculation with the global SIFI buffer as high as seven percentage points.

“The enhanced capital requirement implied by this methodology can range between about 20% to more than 100% over the Basel III requirements, depending on choices made among plausible assumptions,” he said in the text of his remarks at the Peter G. Peterson Institute for International Economics in Washington.

In a question-and-answer period with C. Fred Bergsten, the Peterson Institute’s director, Tarullo agreed that the capital requirement, with the global SIFI buffer, could be 8.5 percent to 14 percent under this scenario. A common equity requirement of 10 percent is closer to what investors are assuming.

‘Across the Board’

“I think 3 percent is where everyone expected it to come out,” Simon Gleeson a financial services lawyer at Clifford Chance LLP, said in a telephone interview. “If it is 3 percent across the board then it will be interesting to see what happens to the smallest SIFI and the largest non-SIFI” on a competitive basis, he said.

U.S. Treasury Secretary Geithner, in remarks yesterday before the International Monetary Conference in Atlanta, said there is a “strong case” for a surcharge on the largest banks. Fed Chairman Bernanke is scheduled to discuss the U.S. economic outlook at the conference today.

“In the US, we will require the largest U.S. firms to hold an additional surcharge of common equity,” Geithner said. “We believe that a simple common equity surcharge should be applied internationally.”

Distort Markets

Financial industry executives are concerned that rising capital requirements will hurt the economy, which is already struggling with an unemployment rate stuck at around 9 percent.

Higher capital charges “will have ramifications on what people pay for credit, what banks hold on balance sheets,” JPMorgan Chase & Co. chairman and chief executive officer Jamie Dimon told investors at a June 2 Sanford C. Bernstein & Co. conference in New York.

The Global Financial Markets Association, a trade group whose board includes executives from GS and Morgan Stanley, said the surcharge may apply to 15 to 26 global banks, according to a May 25 memo sent to board members by chief executive officer Tim Ryan.

Dino Kos, managing director at New York research firm Hamiltonian Associates, said the discussion about new capital requirements comes at a time when banks face stiff headwinds. Credit demand is weak, and non-interest income from fees and trading is also under pressure.

Best Result

U.S. banks reported net income of $29 billion in the first quarter, the best result since the second quarter of 2007, before subprime mortgage defaults began to spread through the global financial system, according to the Federal Deposit Insurance Corp.’s Quarterly Banking Profile.

Still, the higher profits resulted from lower loan-loss provisions, the FDIC said. Net operating revenue fell 3.2 percent from a year earlier, only the second time in 27 years of data the industry reported a year-over-year decline in quarterly net operating revenue, the FDIC said.

“You can see why banks are howling,” said Kos, former executive vice president at the New York Fed. Higher capital charges come on top of proposals to tighten liquidity rules and limit interchange fees, while the “Volcker Rule” restricts trading activities. Taken together these imply lower returns on equity, he said.

“How can you justify current compensation levels if returns on equity are much lower than in the past?” Kos said.

Martin J. Whitman on Distressed Investing – A Legend and Founder of Third Avenue

Monday, June 6th, 2011

Over the past two years, I have become a staunch follower of Martin J. Whitman, a legend in deep value investing and founder of Third Avenue. I have read his book, Distress Investing twice now, and wanted to share some excerpts with you. Hopefully you will pick up a copy too!

According to Whitman, there have been three major trends that have shaped the credit markets since the innovation of the high yield (junk bond) in the late seventies through 2008:

1)      Financial Innovation

2)      New Laws & Regulations

3)      2007-2008 Financial Meltdown

1)      New credit instruments, capital structures, and financial institutions grossly inflated the size of the credit and derivatives markets from the 1980s to 2008.  The shadow banking system (SIVs, SPEs) and securities this system issued like CLOs were part of this trend.  Credit default swaps eventually allowed banks and hedge funds to make highly levered bets against issuers, directly influencing market perceptions about credit worthiness.

New primary and secondary markets improved liquidity for below investment grade issues in the late 80s and early 90s.  Leveraged loans that one would have paid 40 cents for in the 1980s, investors were paying 85-90 cents for in the early 90s through the 2007/2008 meltdown.  Almost 70% of leveraged loans were held by nonbank institutions like hedge funds, CDOs, CLOs, etc.

2)      After Gramm-Leach Bliley passed in 1999, commercial banks also began to act more like underwrites, completely eschewing credit risks, and collecting fees on originating loans, bonds, and ABS.  Securitization allowed for the transfer of risk off of bank balance sheets.

BACPA, the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 imposed new time limits for filing a plan of reorganization (POR) and shortened the amount of time required for business bankruptcy filings.  It additionally shortened the time over which investors could decide to curtail payments on property and reject non-residential real estate losses.  Finally, it curtailed executive pay for firms under Ch. 11 and enhanced vendor rights, so trade vendors were pari passu with the unsecured creditors.

Many of these innovations drove litigation costs so high, that today most of the reorganizations done today are prepackaged or prenegotiated filings.

History

According to Whitman, since 1950, credit market debt has grown at 4.1% in real terms, while GDP grew at 2.7%.  In the 1970s, more of the below investment grade debt was classified as “fallen angel,” and was originally investment grade credit.  Originally issued high yield bonds, which were unsecured and had much less restrictive covenants than loans, were quite rare.  They took the form of Rule 144A securities (unregistered with the SEC).

Junk bonds were unsecured claims usually subordinate to senior loans and senior unsecured debt.  But by the 1980s, they were the preferred security for driving LBO and M&A transactions.  By 1989, high yield debt consisted of 20%+ of the non-financial bond universe. (to be ctnd…)

Cheers, Tom Rendon