- Franchise Group (FRG) has really gone a bit bonkers since the tender offer expired in November, not only are they combining four struggling businesses as I discussed, but since my post they've acquired two more including a large $450MM deal announced Monday for furniture retailer American Freight funded with debt. I can't really explain why the equity has roughly doubled in 45 days, but it does appear that something potentially interesting is happening under the surface, the new CEO is clearly moving aggressively to assemble an asset base to launch his low-end sub-prime lending type business franchise thesis. It remains very high risk but I imagine there are a number of value creation levers to pull through all these combinations.
- I tripled my position in Howard Hughes (HHC) this year, which although high conviction had fallen in position size the last few years. Initially, I bought more in March prior to the strategic alternatives announcement and then again during the fallout of the company announcing the strategy review failed to find a buyer. The "new" strategy laid out following the failed auction is really the same strategy the company has had all along, just maybe sped up a little, with less overhead (a fair and constant knock against my SOTP analysis) and now with the company returning cash to shareholders through a buyback funded via asset sales that should have been disposed of some time ago. It's still a great asset with plenty of internally generated growth opportunities, if its chronically undervalued by the public markets, so what, should still provide an attractive long term return to patient shareholders.
- Yesterday (after I wrote the above), HHC announced a large deal with Occidental to acquire their Houston area real estate assets, including two towers in The Woodlands Town Center. While not optically in line with the asset disposal strategy, its right in line with their long term thesis in controlling the supply in their master planned communities. It's one of the few cases where a commercial real estate transaction can provide true synergies outside of just overhead cost cutting as HHC will now own even more of The Woodlands sub-market and can control when and where new supply comes online. Occidental is a bit of a forced seller as they repair their balance sheet following the acquisition of Anadarko this year. As part of the deal, they also bought Occidental's 63-acre corporate campus in Houston, they'll be selling the campus immediately, I imagine the net price paid for the additional Woodland's assets will look quite cheap once the dust settles.
- I still continue to like Green Brick Partners (GRBK) as the home building cycle continues to recover from the recession, it's likely not super cheap as book value is roughly right (all the land bought up cheap following the recession as been built on/sold), but we could easily wake up one morning to news that it is being sold to a larger builder. The NOL is gone and David Einhorn needs a win after all these years, however it is a confusing/unique builder in its structure and hard to know how a buyer would view some of the related party friends and family type arrangements with the underlying legacy builders.
- I also continue to like my other large legacy positions in MMA Capital Holdings (MMAC) and Par Pacific Holdings (PARR) but don't have much new to add, always open to questions in the comment section. Same goes for simpler businesses like Wyndham Hotels & Resorts (WH) and Perspecta (PRSP), both are relatively asset-lite and cheap compared to peers, both did some smaller M&A this year that I think was beneficial and I continue to like them longer term although they're lower down my conviction scale. My two cable positions I kept steady this year in GCI Liberty (GLIBA) and Liberty Latin America (LILA), I'm a cable noob and mostly cloning others here to mixed results but continue to hold.
- Spirit MTA REIT (SMTA) was one of my biggest gains ever, I was consistently over optimistic on the ultimate value but that gave me the conviction (rightly or wrongly) to size up my position and be rewarded for being directionally right on the sale process outcome. I did sell out of it prior to SMTA becoming a liquidating trust, management's estimate of the remaining proceeds was below my expectations and the upside relies on the fate of the bankruptcy proceedings of a small day-care operator. To me it's not worth the pain of no liquidity and dealing with a K-1, but I hope it works out for those left in it and thanks for the lively discussion in the comment sections of my posts, really was beneficial to me and hopefully others.
- Closed out both sides of my IAA and KAR Auction Services (KAR) trade from the first half that I discussed in my mid-year review, haven't paid too close of attention since then but the KAR side is probably cheap.
- Command Center (CCNI), now called HireQuest, worked out essentially as expected following the close of their reverse merger and tender offer. I sold at roughly today's prices, management doesn't give off shareholder friendly vibes and the company's business model is particularly economically sensitive, figured it was an easy win to book and move on. While I didn't make a huge profit on CCNI, it did give me the confidence to size up FRG more when that transaction shared a lot of similarities to CCNI.
- Gannett's (GCI) merger with New Media was announced and closed, I initially closed my position the day of the announcement before the market seemed to digest the news that the combined company would cut their outsized dividend in half. The stock dropped hard and I attempted to bottom fish (New Media's external manager, Fortress, creates some of the best/most misleading investor presentations), that didn't work out and lost some of my gains, the deal closed and now I'm once again done with newspaper companies.
- Small merger arb names that closed and mostly worked out as expected (maybe with a few stressful days) were Empire Resorts (NYNY), Northstar Realty Europe (NRE) and Speedway Motorsports (TRK).
- I cleared out of a few busted spinoffs -- CorePoint Lodging (CPLG), Donnelley Financial Solutions (DFIN) and KLX Energy Services (KLXE) -- that I had sizable losses in and given the good year, needed to offset some gains. Somewhere in my mind I still believe in the thesis for each, but using tax loss harvesting as an excuse to sell can be a helpful way to reset your brain on a company for a while. Don't be surprised if DFIN or KLXE make a return visit to my portfolio, but I'm likely done with CPLG as I've replaced it with Extended Stay America (STAY) that operates in a similar market segment plus has the benefit of owning the management company (which will one day be split off).
- I've heard others argue that spinoffs are no longer attractive or we're seeing lower quality ones, that might be true, but I don't remember Joel Greenblatt ever saying that all spinoffs should be bought in a systematic way like an ETF factor, just that they can sometimes be mis-priced, good places to fish. There seem to be fewer of them on the calendar for 2020 (MSG looks interesting but heavily followed and I have a hard time valuing the entertainment company; HDS might be one to look closer at as it separates into two, seemingly under the radar and the MRO business is a quality one), so we'll get a natural break as the cycle continues but I imagine we'll still see some interesting opportunities before too long and its a good place to continue to look for value.
- Despite my Craft Brew Alliance (BREW) thesis being wrong and AB InBev passing on their $24.50 option to buy BREW in August, AB InBev did come back to the table and offered $16.50 for the company. I should have been out of the stock using any reasonable risk management parameters, but instead I purchased shares shortly after the deal deadline passed and then further doubled down and bought call options (done for a tax loss, I sometimes like to double down for 31 days using options and then sell the original shares for a loss, mentally this helps me put an exit date to the trade whenever the options expire). I admittedly got extremely lucky on the timing and the deal announcement happened when I had twice the exposure I really wanted or intended. I'll be selling my position once the calendar turns over to push the tax bill out another year.
- In October 2018, I did a similar trade with Wyndham Destinations (WYND) to realize some losses on the common and bought call options that will expire in a few weeks, those worked out nicely as the economic outlook bounced back providing a lift to the economically sensitive timeshare sector. I'll be selling those as well once the calendar flips, fortunately the gains are long term for tax purposes, which is an additional benefit to buying/holding leaps.
- Miscellaneous: 1) I participated in the Danaher (DHR) exchange offer for Envista Holdings (NVST) and then sold immediately upon receiving my NVST shares; 2) the Miramar Labs (MRLB) CVR has begun to pay out and should be fully realized in 2020; 3) I own the Celgene CVR (BMY RT) that was issued as part of the Bristol Myers Squibb (BMY) acquisition, I put the trade on with a fair amount of leverage on the closing day, didn't really work out pre-deal like I hoped but I like these kind of risk/reward payoffs in small sizes.
|Plus CVRs: GNVC, INNL, MRLB, OMED|
Disclosure: Table above is my blog/hobby portfolio, I don't management outside money, its a taxable account, and only a portion of my overall assets. The use of margin debt, options, concentration doesn't fully represent my risk tolerance.
Great post as always.ReplyDelete
Thoughts on T-Mobile/Sprint?
Thanks. Sorry - no thoughts on T-Mobile/Sprint, I haven't looked at it, I don't think my strengths are going to be in the big hairy mergers that have a lot of regulatory risk, etc., leave that to the professionals. I prefer the smaller/illiquid ones (or companies I've already researched/owned previously) that might have some uncertain value that creates a wider spread.Delete
Hope I didn't steer you away, congrats todayDelete
Congratulations on your great year. Are you rolling your HGV options? I own shares but the situation is perfect for an option implementation of the ideaReplyDelete
Hopefully I won't need to roll them over, I'm a little surprised it is taking this long but I intend to see it through, but yeah will be rolling them over. I'm a bit nervous that they'll do almost a reverse merger of Diamond through HGV at some indicated value that looks nice but the shares never trade there. We'll see.
Funny timing, behind a paywall but it says Apollo's bid is $39
Looks like no acquisition for HGV yetDelete
That's correct, I rolled out to Jan 2022. Crazy times right now, but clearly there are buyers for HGV (most recent rumors did include WYND, other PE besides Apollo or Blackstone), maybe once corona fears clear up they could work out a deal that HLT would be okay.Delete
Thanks for that info. So the 40's may be in doubtReplyDelete
Thoughts on BMY?ReplyDelete
Sorry - not really, I'm not the person to ask. I've been mentally treating it like a non-traded CVR, I don't have the time like others to really dig into the probabilities. Its fun to watch others try, but in the end, I'm just going to sit on my hands here and wait for it to play out.Delete