Business Valuation In Chapter 11

Pershing Square's much anticipated second quarter letter finally leaked onto Dealbreaker recently, and it was interesting getting some perspective from Bill Ackman on the fund's performance, successes and candid admission of mistakes and missed opportunities during that period.

I won't reiterate the various comments made in the section around General Growth Properties beyond two quotes. Firstly the final comment:

"..GGP is a highly leveraged company and there continues to be substantial uncertainty about the potential outcomes for GGP security holders." Pershing Square Q2 2009 Shareholder Letter

It was good to see an appropriately cautionary note raised around General Growth Properties share valuation, and to make sure that those currently looking at recent returns remember that this remains a risky investment. However that is also why in theory despite large rises to date, it still remains potentially excellent value.

The headline $40/share figure that everybody has latched onto comes from Ackman making a very high level statement that the REIT most comparable to GGP is Simon Properties. That is definitely true in terms of size, portfolio quality and overall market position, although obviously not in terms of risk. Ackman uses this purely to demonstrate that assuming GGP risk reduces as Chapter 11 negotiations proceed, and clarity is gained relating to shareholder dilution, then we should look at General Growth eventually trading at an equivalent cap rate.

That gives a $40/share figure based on the current portfolio and capital structure, but crucially assumes a best case scenario of zero dilution for shareholders. It merely highlights potential, and is not intended to be some sort of predication of future value. Anybody reading the report and assuming otherwise would be wise to consider further this comment:

"The balance of GGP's value should inure to the benefit of the company's shareholders. As a result, the company's valuation will likely play an important role in determining recoveries for shareholders." Pershing Square Q2 2009 Shareholder Letter

Determining Value In Chapter 11
So what are the crucial factors that will determine GGP company valuation within Chapter 11, and how is this process going to work?

This e-zine article on determining value within Chapter 11 does make a number of interesting points about factors that could impact GGP. To my mind the key factors are as follows:

1. Valuation Experts
There will be various external specialists within the commercial real estate sector able to provide an accurate market assessment of the current asset valuations of General Growth Properties. Representatives will be put forwards behalf of the creditors and debtor (GGP).

2. Valuation Methodologies
Methodologies will need to be applied, and will be scrutinised by the Court in detail to ensure impartiality and accuracy. These typically consider a wide number of factors: potential competitors available to purchase assets (i.e. market demand), industry trends (i.e. falling property values, occupancy rates and profitability) and general valuations of comparable rivals - this goes back to SPG.

3. Assumptions
Any disagreements will be submitted to the Court for resolution. One example in the article is a case where valuation cited by the creditors applied a 'bankruptcy taint' impairment if the company remained whole - presumably due to reputational damage. In GGP's case I do not think this will apply due to market conditions and the business continue to operate meantime.

4. Asset Liquidation vs Going Concern
Here valuation experts will give an assessment on which scenario maximises value, and will account for extenuating factors such as exceptional market conditions. It may be within this that some sell off of assets is agreed and included in the plan to reduce leverage.

"The premise of value utilized in the valuation process assumes either a 'going concern' or 'liquidation' of the subject. The Bankruptcy court utilizes the outcomes of these different assumptions-based approaches to make its determination."

Company specific risk will be the main consideration here, and in the case of GGP, there is a particularly strong case for its viability as a going concern: i) positive cashflow generation, ii) ability to raise DIP financing in a distressed market, and iii) voluntary servicing of creditors despite an automatic stay.

The coming months will see some interesting discussions around the above points, and it will be this determination of value and willingness to extend maturities that will ultimately decide how much or little equity value is retained by common shareholders.

Cyclical Investing - Prost!

Firstly a quick word on my pre-wedding Stag weekend at Oktoberfest: excessive.. Bavarian.. fantastic! I was fortunate to go with a large group of bankers from the City (mostly Australian), who made the whole experience far better as many had been before. As such we had a great hotel just minutes from the festival, and they ensured we weren't one of the throngs without a table on the opening day.

It's a wonderful affair that despite attracting too many tourists, due to the numbers of Germans who also attend it manages to retain its cultural identify. I thought the sheer number of locals who turned up wearing traditional costume was magnificent: there is just no way we Brits would be able to take ourselves seriously wearing leather shorts.

From the singing (I challenge anybody not to have learned the lyrics to Ein Prosit by the time they leave) to the continuous shouts of 'Prost!' (cheers/bottoms up) - it was all about fun.

Oh, and for some reason I really liked the traditional Bavarian costume for the girls... I can't work out why but I'm dreaming about L wearing it now...



Champagne Tarts
On the subject of drinks, I had a few with some more senior bankers last week that was an interesting look at changing behaviour as they get older. Being mostly in their 40's and 50's they chose an old school City bar that I had never even heard of - apparently it has been around for 30 years or more, so I was informed by one fossil.

I arrived late (I still work for a living) to discover them all sprawled around several tables, reminiscing over the days when everything was charged to expenses, the Lehman Brothers collapse and generally what a complete fuck up the last year has been.

What caught my eye immediately was the lack of champagne or wine. I discounted them all vying for the first male pregnancy despite several looking due. It seems that the banker equivalent of contributing to the new Age of Austerity was everybody drinking bottled Guinness of all things. Presumably this is the 'new Champagne' in these cash strapped times - you heard it here first people, and when Diageo's shares soar on the news you know who to thank.

Still it did remind me how the days of 2005 are long gone, when amongst other bankers I had occasionally got through champers on a night out without a second thought. The bar in question was called Harry's near Cannon Street, and must hold the title of Seediest Bar In The City. On appearances, it's quite a nice little underground cellar conversion which serves good everything.

However by the time I left at 10pm the place was awash with a sea of tarted up slappers, who all clearly had arrived to play 'bed a banker'. You get the equivalent with teenage Essex girls for bankers in their 20's, so I suppose this is what they look like 20yrs on.

I watched various aforementioned tarts wander in, add another layer of foundation to cover themselves before boldy striking up conversations with the various fat bankers in their 40's and 50's dotted around the bar. What struck me were the number of single men drinking alone, and I noticed these women seemed to almost be cycling between them until they got a hit. Presumably that's my future if I stay in banking for another 20yrs - put on 40lbs and start frequenting seedy bars for illicit affairs. Yuck, what a thought.

So Many Opportunities
My thoughts are now increasingly turning to where the next big opportunity will lie after GGP as an investment. The biggest mistake many amateur investors make is to make a decision for the sake of it. Reading back I notice making that same point as I sat on significant losses on the General Growth trade back in February and March this year.

It usually takes getting burned through a couple of rash decisions before you start to realise that one of the most intelligent things you can often (but not always) do when not sure is to do nothing at all.

Buffet himself is a master at sitting on his hands when no opportunities are apparent. Berkshire Hathaway hoarded cash during the boom years, with many questioning the value of this for investors - but note how much he has been busy spending in the last 18 months by contrast. So the same of course should apply for the smaller investor, and right now the markets are like taking a walk through an orchard with trees laden with fruit. The big question however, is which will be the first to ripen, and hence which to hold as opposed to watch?

This commentary from 10 months ago is interesting, because from this you can look back and compare its accuracy:

"Even in depressed markets, it is typical for the market to stage significant bear market rallies, as witnessed in the 1930s and in Japan during the 1990s. Perhaps the best example was seen in the aftermath of the 1929 stock market crash, in which the Dow Jones Industrial Average (DJIA) rallied close to 50% from its November low to an April peak. Comparing the present day S&P/TSX with the DJIA circa 1929-1930, it is interesting to note very similar price patterns, plus seasonality which would suggest that the stock market could stage a bear market rally through the year end, as is typical at this time of year. " First Trust Quantitative Research - Dec 2008 Monthly Commentary

Not a bad observation to have made back in December 2008 I would say. So the post-1929 crash then saw a 5 month rally with a near 50% increase. Since March we have seen close to a 6 months rally now with an approximate 50% increase, but what about the future? What the commentary does not go into detail on is then pointing out that after this peak, the Dow Jones dropped back again (hence why it is referred to as a 'bear rally').

Investment Cycle
At a high level it is always useful to look at this old illustration of the investment cycle produced by Merrill Lynch Investment Management years ago:

Although it simplifies hugely, what this does also do is give a good sense of the need to make sure money flows regularly into different areas and sectors of the economy throughout the cycle to maximise returns. Before anybody objects or points out the danger of constantly investing/reinvesting, note I am referring to the economic cycle - which typically follows a 10-15yr cycle between peaks of each boom, so you can allow (very approximately) 2-4yrs per quarter depending upon severity.

This time, the cycle was skewed quite spectacularly after the dot com boom and crash by the flood of cheap credit, which effectively fast tracked back into a second boom. However that was exceptional, and in future it is reasonable to assume we will revert to the more standard cycle.

So firstly let's look at where we are right now - clearly in the red of recession. Looking back a year ago, you would have expected defensive sectors such as healthcare, consumer staples and utilities were the best places to put money. That would not be too far off, although the extraordinary nature of the credit crisis meant that financials have undergone an early return to favour - at least for now - with some amazing returns in the last 9 months. I would argue that this has gone beyond fair at this stage in the cycle.

In these times, this illustrates that investors should have been focusing their search for the best opportunities in the last 6 months on growth stocks above all else. I have a long term hold in the South American company Mercardo Libre for example, which has been posting very high growth levels right through the recession, and yet took a major hit on its share price during the October 2008 crash despite no rational justification.

Sure enough, its growth has continued, and has seen a 94% rise in stock price over the last 6 months, which illustrates the returns out there. In my case, I bought into MELI long ago but looking back I bought in at the wrong time in the cycle - hence why I moved into a loss through the downturn, and am only up a modest 30% after several years. A useful illustration of the power of timing however.

My view is that small caps should remain the focus for now, although investors should be increasingly eyeing up the early cycle sectors, which include consumer discretionary (financials already covered). The late cycle sectors include materials, energy, industrials and technology, and defensive include consumer staples, healthcare, utilities by the way. There is plenty of time for further analysis and I will be drawing up a candidate list to complete detailed analysis soon - just that small matter of a wedding looming on the horizon...

Tax Is A Four Letter Word

Golden Exuberance
Gold prices have surged in recent days, with the price pushing up above $1000 per troy ounce, and close to its all time high. I have expected strength throughout 2009 and so have been looking for a rise like this, which is why I took a fairly signficant position back in January. Additionally it has served as a useful hedge against both inflation and my substantial US dollar holdings.

As of this morning I took the decision to realise my gains - a fairly modest 12% but not bad over 9 months. I am not alone in believing the recent rises are unsustainable, as this article on gold prices from the Daily Telegraph outlines.

"London's leading gold forecaster has advised clients to liquidate holdings of gold and silver until the latest speculative fever abates."

I still adamantly believe that inflation is a near certainty in 2010 and beyond, as this is the easy way for politicians to offset the enormous debt that all the government support has lead to over the last year. As such I will be watching the gold price carefully over the coming months, with an aim of buying in once there is a fall back. On that note, I have continued to be surprised by the strength of the wider market recovery since March - it seems to have gone beyond rational, and a correction is necessary.

Investors seem to have become inebriated on the 6 month returns, a classic sign a bubble is forming that will surely deflate once institutions take a cold look at the economic fundamentals in the coming dark months of autumn.

Addendum: just logged back in today (Sep 18) and noticed this video linked to the right under CNBC: Commodities also discussing gold stocks losing their lustre which is worth a watch.

Capital Gains
Inevitably a significant question for any investor is when to realise profit (or loss - the latter is equally important). Like all investment decisions, that should never be taken rashly and certainly never based on emotion.

With GGP up around 600% now since bankruptcy, and for me around 300%, I am sitting on an unrealised profit of around £250,000 (approx $400,000) at present. You might think I would also contemplate cashing in, however I consider this investment between 6 and 24 months away from reaching fair value. Additionally realising a gain of that level requires careful planning, so I am beginning to look at ways of reducing the tax level payable. Sorry Gordon, I am already 'contributing' enough to the UK's recovery.

On the subject of GGP, its spectacular rises in recent days will also likely see a correction back soon enough, although the upward trend should continue. It has been fuelled partly by the wider market reassessing the firm as a value prospect, institutional buyers returning and crucially the belief that existing shares have a significant chance of retaining value.

That has been helped by further comments on Bloomberg by David Simon of Simon Property Group yesterday, describing SPG as a "logical buyer" of General Growth Properties assets. Limited asset sales at the right price are in everybody's interests here so a deal with some of the major REIT's is looking increasingly likely to be announced over the coming months.

Deleveraging GGP is important, and is rather like selling a holiday home to reduce the mortgage on a main house: it might seem a shame, but ultimately is the route to being financially healthier in years to come through lower debt. Of greater significance to me however is this news that the US Treasury has taken on board the significant criticisms of the tax rules that penalised those seeking to manage distressed debt.

Of course, this was cited as a major factor in the inevitability of General Growth Properties needing to restructure within Chapter 11. The removal of this sends a powerful message to the credit markets that renegotiating in these times is not just possible but expected. That benefits all REIT's, but also GGP for those loans in the joint venture SPE's that are outside bankruptcy.

It also benefits General Growth by providing further evidence that equivalent extension deals will be being agreed on the wider market when included in the restructuring plan and submission to the court. I would be surprised if we did not see GGP's share price at $8/share or higher by next spring based on the current news and developments.

G20 Truffle Hunters

Oktoberfest Awaits

What better way to ready myself for a long weekend of Germanic excess later this month than to start drinking as much beer as possible in my evenings going forwards? In truth this is going to be one of several legs of my stag do (aka bachelor party), although doubtless the messiest if everything I have heard about Munich is true.

Meanwhile the pace of life has accelerated significantly, hence the lengthening gaps between entries - although with the wedding just a month away now, perhaps that is not too surprising. Bloody hell, there's a thought - I suppose I ought to put some effort into listening to what L's talking about now as it's getting so close.

Bonuses: Political Truffles

The G20 meeting of finance ministers in London last weekend has proven as pointless as I expected, with politicians continuing to mine the rich seam of public resentment around banker bonuses that has always been there - good times or bad. Of course, the fundamental problem with this is that the political focus remains on the symptoms rather than underlying causes.

Bonuses are a small part of the problem that lead to where we are now. Certainly traders need to be deincentivised to ever make short-term decisions, hence the idea of performance assessment relating to any bonuses is a good idea. Additionally if I am being entirely honest (and I can be here), an awful lot of the financial products devised in the last 30 years are not as wonderful or essential to economic growth as bankers would like to pretend.

There is nothing new about packaging up of debt and selling onto multiple counterparties to enable the efficient flow of investment capital to where it is needed. The value of related products that enable speculative trading to take place on such processes is an entirely different point however. Do products that do not create wealth but only transfer it from one party to another serve any real purpose? Arguably they help markets determine value, but in many cases, as with speculative short selling, can instead skew valuations or undermine confidence in otherwise healthy companies.

One of the fundamental issues of the economy is it propensity to the 'boom and bust' cycle. As an asset bubble begins to form, the existence of these speculative trading instruments now enables traders to move in to capitalise on this very quickly. That would be fine if the markets rationally assessed value and pulled back, but instead the ability to hedge such strategies gives traders an incentive to 'bet' on how long the bubble will go on and to make as much profit from it as possible.

My view has long been that government and regulatory failure have actually been the root cause of the situation we find ourselves in. Banks need controls around their behaviour, and it is somewhat naive to expect such a large industry to all have the high level of morals and ethics to make the right decisions at all times if they have a choice not to. The quest to make money is an overriding factor that guides many if not most into finance after all, and unlike in politics at least bankers don't try to pretend otherwise.

What About GGP?
I know, I know - it's not like I could actually go an entry without mentioning it could I? Well, actually nothing visible is going to happen for some time now, so anybody sitting around watching daily charts would find the time better spent looking into other investment opportunities (and holding, I might add).

However there have been a couple of quite interesting commentaries that I recommend taking a look at. This commentary by Goodwin Procter on the GGP ruling provides an interesting expert summary on perceived weaknesses in the SPE structuring exposed by Judge Gropper's ruling last month. The most pertinent of these is that independent directors going forwards should rightly also be considering the interests of the parent entity shareholders, despite the theoretical silo within which SPE's are designed to operate, external from such concerns.

Much more interesting is this detailed critique of Judge Gropper's ruling by Alston & Bird. This is definitely worth some comment, as there are a couple of points I disagree with them on, although the conclusion in particular is excellent.

The commentary firstly notes the "unsettling" impact of the decision on the CMBS market, in particular several assumptions that lenders had previously made. It then moves onto the Court's assertion that its responsibility is to be viewing the issues at the corporate rather than individual entity level. Alston and Bird do not appear to agree with the one-sided slant to Gropper's reasoning, stating:

"The response of a secured creditor (of an SPE) might be to wonder why it suddenly must bear the burden of the parent’s financial difficulties. The court, however, sees an alignment of interests between the parent and the SPEs, asserting — wrongly perhaps — that the inability of the parent to restructure would inevitably impair the financial situation of the SPEs."

They go on to conclude:

"In reaching this conclusion, the court stops short of the full discussion one would expect in applying, and arguably expanding, the 'corporate family' doctrine to the GGP case... the corporate family doctrine should apply when the parts are worth far less than the whole, or, put another way, when the unity of interest protects not just the entities, but more importantly the underlying asset value.

It is not clear that this logic is sound as applied by GGP. The GGP SPEs, while part of a large, complicated corporate structure in one sense, were (or at least could be) operationally distinct, in that the malls could have been operated or managed independently from one another and the parent, either by GGP or another shopping center company or a sophisticated institutional investor. As such, the parts were not worth less than the whole—many healthy performing shopping centers could continue to operate successfully without the corporate parent."

Alston & Bird's analysis ignores several key factors. On the notion that assets could be sold off to rivals, it does not seem to account for a far from normal commercial real estate market. Where valuations of low volume, high value assets cannot accurately be reached, there is a significant scarcity of both credit and confidence, along with an industry wide requirement to deleverage. That being the case, any decision that had lead to a significant number of assets reaching the market in a short space of time would have been very unlikely to secure sufficient buyer interest to attain what could be deemed fair value in a functional market, and instead we would return to the 'fire sale' conditions reserved for companies forced to accept an uncompetitive price on an asset due to extenuating circumstances.

As for allowing the malls to be separately managed - that ignores the centralised management model that GGP operates under, as well as key functions around mall management that presumably the individual mall would have to pay for separately. While that might be coverable by the cashflows generated on that asset, there is no doubt that this would be inefficient and indeed would only ever be taken by creditors with interests unaligned with the underlying asset or wider collective.

"While the emphasis on preserving value for the collective enterprise is clearly the court’s focus, it seems unduly dismissive not even to discuss the contrary position, namely that separate loans to separate entities by separate lenders on separate properties should be treated separately."

I think it is for the reasons I have touched on above that Judge Gropper chose to not even entertain them in the ruling. It was quite intentionally dismissive, because to even hint at this avenue being viable would be to encourage activity that is detrimental to Chapter 11.