Tuesday, January 23, 2024

Instil Bio: Stopping Clinical Development, Real Estate Value

Instil Bio (TIL) (~$70MM market cap) is a clinical stage biotech focused on developing tumor infiltrating lymphocyte ("TIL") therapies for the treatment of cancer.  Instil was an early 2021 IPO, at the time it had a melanoma treatment, ITIL-168, that was beginning a Phase 2 clinical trial.  They had ambitious dreams which included building a brand new laboratory and manufacturing facility in Tarzana, California to go along with leased manufacturing space in the UK.

ITIL-168 failed to impress and in December 2022, the company laid off 60% of their workforce and decided to put their remaining resources behind ITIL-306, a pre-clinical treatment for lung, ovarian and kidney cancers.  In early 2023, the RIF was further expanded that resulted in reducing their US workforce by 96% and their UK workforce by 42%.  Additionally, Instil scrapped plans to occupy the newly completed Tarzana facility.  A Phase 1 study was initiated in the UK, but earlier this month Instil announced another 61% workforce reduction in the UK alongside the closing of their UK facilities and a partnership with a Chinese firm that essentially outsources further early development of ITIL-306.

Two wrinkles with this idea:

  1. Instil hasn't fully put itself up for sale or declared strategic alternatives, while they have essentially laid off everyone in a series of RIFs, as far as I can tell Instil hasn't hired advisors to run a formal process at this point.
  2. Instil owns a 128,000 square foot, brand new, never occupied facility (18408 West Onxard St) in Tarzana, California that they've put up for lease or sale.  In the third quarter, they marked down the value of the facility to $132.5MM and have an $82.4MM mortgage loan out against it that matures in July 2027.
If Instil is able to get $132.5MM for the facility (welcome any thoughts from medical/industrial CRE experts) and assuming some further cash burn over the next 12 months, I get a stock that's trading less than half of NAV with no value to their IP.
Note: TIL did a 1-for-20 reverse split in December, some data providers have the old share count.
This company lacks much in terms of public disclosures, they don't hold quarterly conference calls or have much in the way of conference transcripts following their IPO.  Biotech venture firm Curative Ventures owns approximately 30% of the stock and Curative's founder, Bronson Crouch, is the CEO and Chairman of Instil.  While their execution has been poor, seems like they've found religion by prioritizing cash preservation, hopefully a sale or liquidation follows in due time.

Disclosure: I own shares of TIL

Friday, January 19, 2024

Aclaris Therapeutics: Strategic Review for Broken Biotech, Big Discount to Cash

Aclaris Therapeutics (ACRS) (~$85MM market cap) is a clinical-stage biotech company focused on developing novel drugs for immuno-inflammatory diseases.  In November, the company announced their lead candidate, zunsemetinib, did not meet its primary or secondary endpoints in a Phase 2 trial for the treatment of moderate to severe rheumatoid arthritis, the stock dropped 80+% on the news.  Earlier this week, Aclaris announced their CEO was stepping down and the company was initiating a strategic review:

Concurrent with today’s announcement, Aclaris also announced that it is conducting a strategic review of its business to determine how to optimally deploy its capital to maximize shareholder return. On a preliminary unaudited basis, as of December 31, 2023, Aclaris’ aggregate cash, cash equivalents and marketable securities was approximately $182 million.

Aclaris also reiterates the following business plans:

  • ATI-1777: Aclaris is seeking a development and commercialization partner for ATI-1777, its investigational topical “soft” JAK 1/3 inhibitor. Aclaris recently reported positive top-line results from its Phase 2b trial in atopic dermatitis.
  • ATI-2138: Aclaris is assessing the most effective pathway including the lead indication for ATI-2138, its Phase 2 ready investigational oral covalent ITK/JAK3 inhibitor. Aclaris announced positive results from its Phase 1 MAD trial of ATI-2138 in 2023.
  • Discovery: Aclaris plans to continue to advance discovery programs through KINect®, its proprietary drug discovery platform.
I don't love the verbiage they use here, from the sounds of "optimally deploy its capital" and "reiterates the following business plans" it appears the initial desire is to continue their research and development pipeline.  However, this situation seems ripe for an activist, indeed Tang Capital and BML Advisors both own 6+% of the shares each.  Tang Capital could throw out an offer, similar to RPHM, and change the direction of the strategic review.

My back of envelope liquidation estimate:
As usually, these are very much swag estimates, ACRS does a nice job of breaking out their R&D expense by program, feel free to get more granular in your estimates.
On the positive side (from an investment perspective), the company did do a 46% reduction-in-force in December, halted zunsemetinib development and appear mostly in a standstill on ATI-1777 and ATI-2138 as they decide on next steps.  On the negative side, the co-founder is now the interim CEO, he might not want to sell and might rather continue on developing new drugs, but the activist shareholders and high cost of capital will hopefully change his mind.  This is on the riskier side of the broken biotech spectrum, but remains at a pretty attractive discount to net cash.

Disclosure: I own shares of ACRS

Tuesday, January 16, 2024

HomeStreet: BANC/PACW Style Merger with FirstSun, Cheap Proforma

This morning, FirstSun Capital Bancorp (FSUN) (~$850MM market cap) announced they were acquiring HomeStreet (HMST) (~$200MM market cap) in an all-stock transaction that includes a PIPE investment, lead by Wellington (being done at $32.50 per FSUN, or $14.12 per HMST), that neutralizes the mark-to-market impact of HomeStreet's balance sheet.  FirstSun is an insider controlled (69% insider ownership) C&I loan heavy bank that trades OTC with geographic concentration in Kansas, Texas, Colorado, New Mexico and Arizona.  FSUN will be the surviving entity, with FSUN management in charge (HMST's Mark Mason given a semi-ceremonial position as Vice Chair of the board) and be listed on the NASDAQ post "mid-2024" close, increasing the liquidity of their shares.

The credit quality of HomeStreet's assets has never really been in question, by re-marking them at current values, along with cost synergies, FirstSun will be able to enjoy outsized earnings in the early years of the deal.


HomeStreet shareholders will be receiving 0.4345 shares of FSUN for every share of HMST.  As I write this, there's actually a negative spread, likely because FSUN is OTC and illiquid, but the proforma entity is trading at approximately 5.9x next years estimated earnings, well below peer banks.

At 8x, still below peers but accounting for some of the overearning related to the marks, HMST would be worth $21/share.
I'm going to hang onto my shares, stick this in the same mental bucket as Banc of California (BANC) where a stronger bank takes over a weak one, extracts a lot of synergies and as we get closer to 2025, the market will start to recognize the new earnings profile of the combined bank.  I continue to like regional banks in today's market, for a few reasons:

  1. With short terms rates likely coming down in 2024, banks will attempt to quickly reduce their deposit costs (100% beta) to protect their NIMs;
  2. Commercial real estate exposure is generally overstated by the media/market, it will take a long time to play out giving bank's time to reserve and workout loans;
  3. We'll continue to see a lot of mergers, banks need more diversified deposit platforms to extend deposit duration.
Any other banks out there ripe for a similar transaction structure?

Disclosure: I own shares of HMST

Friday, January 12, 2024

Liberty SiriusXM Group: Tracking Stock, Merging with SIRI

As most know, Liberty SiriusXM Group (LSXMA/K) is the Malone-style tracking stock for Liberty Media's majority ownership interest in SiriusXM (SIRI).  Liberty famously bailed out SIRI following the financial crisis and made a killing on the investment (much of it early in their holding period).  Nearly fifteen years later -- skipping over a lot of interesting history -- in December, Liberty Media reached an agreement to formally split-off their stake and merge it back with SIRI, creating a simplified one-class share structure at the satellite radio provider.  

As almost all tracking stocks do, LSXM has traded at a significant discount to underlying shares it is meant to track, this transaction is meant to collapse that discount, however, even a month after the transaction was announced (and with a relatively quick, "early Q3" close) a large discount remains.  The exchange ratio set forth in the merger agreement is estimated to be 8.4 (might move around ever so slightly) shares of SIRI will be issued to each share of LSXM.  Using the current share prices, the spread is approximately 44.1%.

Said another way, one could effectively buy SIRI for $3.62/share via LSXM today.  Why might this discrepancy exist?  The primary argument I've seen is SIRI shares are overvalued as SiriusXM has pursued a typical Malone-style levered equity model and repurchased a significant amount of SIRI stock, which has artificially increased the price of SIRI and reduced liquidity (and increased the percentage owned by Liberty Media).  That might play a small part in it (but SIRI isn't currently in the market and presumably arbs are shorting SIRI against LSXM), but I believe the larger reason for the spread is still the hated tracking stock structure, many investors don't understand it or simply can't own it (won't find LSXM in many index funds).

Looking at LSXM from a fundamental perspective, you can create SIRI for a fairly cheap valuation that should provide some downside protection post merger completion if indeed SIRI is the overvalued side of the trade.

As always, please feel free to point out where I might be incorrect.  I'm using 2024 estimates from Tikr as management hasn't provided guidance yet.  It should be noted that SiriusXM is in the middle of large multi-year capex spend on revamping their satellites and free cash flow should jump considerably starting in 2025.  Post-close, SIRI should become eligible for more index inclusion, including the S&P 500 where it is currently excluded as a controlled company.  Similar to JXN or others, that could provide support for the shares and add a turn or two to the multiple.

There is some business risk here, SiriusXM will have considerable debt at 3.9x EBITDA and a relatively flat growth profile.  SiriusXM does plan to prioritize deleveraging following the close of the transaction to get back to their 3-3.5x target leverage ratio, before fully turning back on the buyback machine.  While their churn is remarkably low (surprisingly, even during Covid, subscribers didn't cancel despite commutes dropping), their subscriber base is aging and they continue to face competition from Apple, Spotify and others. They are reinvesting in the business to push back on competition, launching a new tech stack, including a streaming only version, but I view these efforts as mostly defensive.  Either way, this is a surprisingly resilient business and should be fairly stable in the near to medium term.

Disclosure: I own shares of LSXMK

Cellectar Biosciences: Positive Data, Warrant Overhang, Biotech Speculation

Cellectar Biosciences (CLRB) is a late-stage clinical biotech company (not a "broken biotech") that recently reported positive data for their lead therapeutic, Iopofosine I 131, for the treatment of Waldenstrom's macroglobulinemia ("WM"), which is an uncommon slow growing type of non-Hodgkin lymphoma.  WM typically inflicts those over the age of 60 and those with WM succumb to the cancer within 5-10 years.  While I try to avoid science plays around here, the results were quite remarkable and provide hope for those with WM who have unsuccessfully tried two prior lines of therapy.  The FDA has granted Iopofosine both orphan drug and fast track designations, Cellectar plans to file a new drug application (NDA) in the second half of this year with an accelerated 6 month approval timeline.

One of the benefits of treatments for rare diseases is the patient population tends to be tightly concentrated within specialized health care communities and due to the R&D development costs, extremely high pricing is norm in orphan drugs to recoup that investment over a small patient population.  Cellectar is in the process of transitioning from a clinical stage biotech to a commercial one (assuming FDA approval), they're outsourcing much of the manufacturing and only spending $25MM to stand up a sales and commercial support team.  The absolute number of patients is relatively small, but again, this will be a high priced therapy (a quick google search, the median orphan drug costs $200k+ annually).

Doing a little back of the envelope math (full warning, this could be wildly off), if 1500 new patients are diagnosed with WM annually and 80% eventually receive a 3rd line treatment, then CLBR's annual patient market segment is about 1200 people.  If 2/3rds of those end up taking Iopofosine at $250k (made up number, slightly above the median orphan drug, I haven't seen management indicate pricing anywhere, please correct me if they have) a piece, that's $200MM in annual revenue.  Additionally, Cellectar is running a Phase 2 study for Iopofosine in patients with multiple myeloma ("MM") and central nervous system lymphoma, plus a Phase 1b study is just kicking off for pediatric patients with brain tumors.  If they're able to repeat the success in WM, this could become a much larger revenue opportunity.

Cellectar has a messy and confusing capital structure.  In September, they raised capital via a private placement for $24.5MM by selling Series E-1 convertible preferred stock that converts to stock at a strike price of $1.82/share (CLRB currently trades for ~$3.40/share), stapled to the Series E-1 prefs were two tranches of warrants, designed to act as milestone payments to provide funding for Cellectar post positive WM study results and the second tranche post FDA approval.  The tranche A (exercise deadline 10 days post positive data, or 1/19) has a strike price of $3.185/share and if fully exercised, will bring in $44.1MM to Cellectar.  The second tranche, tranche B, has an exercise price of $4.7775/share and would bring in $34.3MM if CLRB receives FDA approval and the warrants are completely exercised.  This private placement was designed to be big enough to get the company to its commercial phase where it could potentially be self funding.  CLRB does have additional warrants, one tranche, the "2022 common" is in the money with a $1.96 strike and expires in 2027, the others are all well out of the money and can generally be ignored.


Above is my attempt at the share count math and proforma cash assuming the tranche A & B warrants are fully exercised (to be more conservative, you could take more burn into account since the FDA approval trigging the tranche B warrants won't come until sometime in the first half of 2025).  But I get a current proforma enterprise value in the mid-$80MMs for a therapy that could do $200+MM in annual sales, that seems cheap to me.

Hopefully someone who actually knows the situation reads this post and comments, all feedback welcome.  This is obviously risky, this is a speculative position, outside my typical circle of competence (but always trying to expand) and sized it as such.  One thing that does bother me a bit, management owns very little stock here, but their options could be a significant payday in a sale scenario. 

Disclosure: I own shares CLRB

Thursday, January 4, 2024

AlloVir: Another Broken Biotech

AlloVir (ALVR) (~$74MM market cap) is clinical-stage biotech focused on cell therapy to treat viral diseases. On 12/22/23, AlloVir paused their Phase 3 studies for Posoleucel after advisors concluded the studies were unlikely to meet their primary endpoints.  Alongside the announcement, the company announced, "we will immediately shift our focus to preserve our substantial remaining capital, review our pipeline, and assess strategic options."  AlloVir does have 3 additional pipeline assets:

About AlloVir’s Earlier Stage Virus-Specific T cell Pipeline

Adult Kidney Transplantation

AlloVir has earlier reported the results of its completed Phase 2 randomized, placebo-controlled trial evaluating posoleucel for the treatment of BKV infection in adult kidney transplant patients. After 24 weeks of treatment, 39% of patients receiving posoleucel experienced a ≥1-log viral load reduction, compared to 14% of patients receiving placebo.

Acute Respiratory Infection

The company has completed Part A of a randomized, placebo-controlled Phase 1b/2a trial with ALVR106 in 14 stem cell or solid organ transplant patients. ALVR106 is an investigational allogeneic, off-the-shelf, multi-virus-specific VST therapy candidate designed to target diseases caused by human metapneumovirus (hMPV), influenza, parainfluenza virus (PIV) and respiratory syncytial virus (RSV). Data has been accepted for presentation at a scientific conference in the first quarter of 2024.

Chronic Hepatitis B Infection

ALVR107 is an investigational allogeneic, off-the-shelf VST therapy designed to target hepatitis B virus (HBV)-infected cells and potentially cure patients with chronic HBV infection. Preclinical and IND-enabling studies support the advancement of ALVR107 into a clinical proof of concept study as a next step.

Some of these might be worth something, or not.  The company, unfortunately, didn't give us current cash or formally announce a reduction in workforce (but if you check LinkedIn, many of their employees are "looking for work").  My back of the envelope math:

Someone mentioned to me we should hope the "follow Tang" strategy continues into 2024, he's not on the shareholder registry here (yet), but coming up with a similar offer to what he's been throwing around, I get something like $0.83/share in cash plus a CVR for any legacy asset proceeds.  There is a good amount of cash burn risk here since we don't have much guidance from management, but the time between strategic alts announcements and deal announcements seems to be shortening in these broken biotechs.  A poorly thought out reverse merger is always a concern too, however there are some real shareholders here, hopefully they provide some sanity.

Disclosure: I own shares of ALVR

Friday, December 29, 2023

Year End 2023 Portfolio Review

Markets have seen quite the rally in the past two months, my portfolio followed along, pulling my returns for 2023 up to 38.54% for 2023 versus 26.29% for the S&P 500.  My lifetime-to-date IRR is currently 22.47%, which continues to be above my 20.00% goal.  
Despite the good year, I'm still below my high water mark due to a disappointing 2022.  I admire anyone that invests professionally through volatile markets, my returns wouldn't be as good if I was managing outside capital.

Updated Thoughts on Current Positions
As usual, these brief updates were written over the past two weeks, share prices might have moved around a little, but hopefully still directionally relevant.  Excuse the inevitable typos.

Broken Biotech Basket:
  • Homology Medicines (FIXX) has been the laggard in the broken biotech basket, in November the company announced a reverse merger with Q32 Bio, a private biotech focused on the treatment of severe alopecia areata and atopic dermatitis, hair loss and a skin condition respectively.  The transaction assigned an $80MM ($60MM of cash, $20MM public listing) to FIXX exclusive of their legacy assets, which equates to roughly $1.38/share compared to the current share price of $0.55/share.  The cash at closing is expected to be $115MM, pre-merger FIXX shareholders will own 25% of the post-merger company, or roughly $0.50/share in cash.  It is not unusual in the current market for the enterprise value of a pre-revenue biotech to be near zero, but in addition to the NewCo, FIXX shareholders will get a CVR for the monetization of any legacy assets.  There's reason to believe that the CVR will have some value, FIXX's IP had initial positive Phase 1 results, but the data is still "immature and inconclusive".  Plus there's the JV, OXB Solutions, that will be put to Oxford Biomedia Solutions for 5.5x TTM revenue by March 2025.  My current plan is to hold through the reverse merger, maybe the name change, upcoming Phase 2 study data readouts (second half of 2024), conferences/investor reach out, etc., will encourage traditional biotech investors to rotate into the stock providing a slightly better exit.  And I'm bullish on the CVR, it'll act as a liquidating trust, Q32 Bio needs to use "commercial reasonable efforts" to dispose of the legacy assets.
  • Graphite Bio (GRPH) is a similar situation, they also announced a reverse merger in November, this one with LENZ Therapeutics, LENZ has a late stage product candidate for treating near sightedness that is expecting a Phase 3 read out in the second quarter of 2024.  GRPH shareholders will receive approximately a $1/share special dividend at close (targeted for Q1) plus will own 30.7% of the post-merger LENZ.  Post-merger LENZ is expected to have $225MM in cash after close (there's a $53.5MM PIPE), equating to another ~$1.20/share of cash per GRPH share.  GRPH currently trades at $2.33/share, giving it only a slightly positive enterprise value, seems cheapish for a biotech with a near term catalyst in a big addressable market.  I'll likely hold onto the stub and see what happens.
  • AVROBIO (AVRO) announced strategic alternatives in July and is still determining its next steps.  As of 9/30, the company has ~$100MM of NCAV, assuming another $10MM of cash burn (they further reduced their workforce in October) before a deal can be commenced would equate to $2/share of value without any value attributed to their IP.  AVRO sold one of their programs to Novartis for $80+MM, the other, HSC gene therapy for Gaucher, might have some value as a kicker.  Shares currently trade for $1.32/share, making it an attractive risk/reward.
  • Pieris Pharmaceuticals (PIRS) ran up quickly after my initial write-up, I took profits, but then it fell and I re-entered, a little too early in hindsight as shares have dropped roughly in half since.  As of 9/30, PIRS had $30.5MM in net current asset value, or $0.31/shares versus a current share price around $0.15/share.  That number doesn't include a number of IP assets and possibly valuable partnerships, but with limited cash on an absolute basis, they'll need to move fairly quickly.  Pieris did just terminate their operating lease, often a precursor to a deal announcement.  This one is on the riskier side, but could be interesting if you see any value in their hodgepodge of IP.
  • Sio Gene Therapies (SIOX) is a liquidation that's now a dark stock.  One reader has been keeping better tabs on the liquidation than me (see the comments), apparently they have two of their three subsidiaries liquidated and should have the third done soon.  The expected initial distribution in the proxy statement was $0.38-$0.42/share versus a current price of $0.37/share.  It's been an annoying wait with limited-to-no public disclosure, which is one of the downsides of investing in liquidations, you need to have a certain personality quirk to set it aside in the meantime.  Hope this liquidation is put to bed soon.
  • Cyteir Therapeutics (CYT) is in the final stages (as we've seen with SIOX, could last a while) of its corporate life, shareholders approved the liquidation plan on 11/16/23 and now we await timing of the liquidation distribution which is estimated at $2.92 to $3.31/share in the company's proxy.  Liquidation estimates tend to be conservative and this appears to be a cleaner situation than most as CYT is only holding back $500k for a reserve account.  Shares trade at $3.09/share, I likely wouldn't buy it today, but content to hold awaiting the liquidation distribution.
  • Kinnate Biopharma (KNTE) and Theseus Pharmaceuticals (THRX) are in similar situations to each other where Foresite and OrbiMed, as a group, have indicated plans to make an offer for each company.  Presumably the structure would result in a cash buyout for a discount to net cash plus a CVR for any IP value, similar to Pardes Biosciences (PRDS) which Foresite took private earlier in the year.  Both stocks trade for only a slight discount to my best guess of a take private offer (5-15% upside on each), but it's worth keeping an eye out for other biotechs where these two are involved as they pop up.  Late breaking news, on the Friday before the Christmas holiday weekend, Theseus announced they reached an agreement with Kevin Tang's Concentra Biosciences for $3.90-$4.05/share in cash, plus a CVR for 80% of legacy asset sales proceeds and 50% of synergies.  I'm a bit surprised that it was Tang versus Foresite/OrbiMed but hopefully that means well for Kinnate.
  • Eliem Therapeutics (ELYM) is a new addition to the basket, nothing too much has changed since that write-up.
  • Reneo Pharmaceuticals (RPHM) received an offer from Kevin Tang's Concentra Biosciences for $1.80 per share plus a CVR for 80% of any legacy asset sales.  Considering the company has not yet declared strategic alternatives formally, I think it might be some time before we here an official yes/no response to the offer or an alternative deal.  But with Tang tossing in a cash offer early, maybe it is less likely Reneo chooses the reverse merger path.
Esperion Therapeutics (ESPR) is a broken biotech adjacent idea, unlike the others, this is a revenue generating company that has a non-satin commercial product (Nexletol) for cholesterol.  Esperion is locked in a lawsuit with their primary commercialization partner, Daiichi Sankyo, over a disputed milestone payment tied to the amount of "relative risk reduction" for heart attacks and other cardiovascular diseases/events that was reported in the company's CLEAR Outcomes Study.  Esperion has a PDUFA date set for 3/31/24 that would expand the label of their primary asset to include cardiovascular risk reduction and a trial start date of 4/15/24 with Daiichi Sankyo.  This remains a speculative idea, but could be a multi-bagger if both catalysts go their way in the first half of 2024.

Mereo BioPharma (MREO) is more of a regular-way biotech, the original thesis revolved around Rubric Capital taking an activist stance and gaining board seats with a general plan to realize the sum of the parts valuation of MREO's hodgepodge of programs.  No publicly disclosed progress has been made in that regard, but the company did report positive Phase 2 results for Setrusumab in patients with osteogenesis imperfecta with partner Ultragenyx (RARE) that boosted the stock.  Following the announcement, Rubric Capital has been a consistent buyer of MREO shares, giving confidence that their plan is working out.

Albertsons (ACI) and previously unmentioned Spirit Airlines (SAVE) are two well covered merger arbitrage situations that don't necessarily need more inked spilled on them.  I'll use this post as a thank you to Andrew Walker and his wonderful Substack/Podcast, he really ramped up coverage on Spirit as the market became increasingly nervous in early November dropping the shares into the low $10s/share.  I picked some up and the market has bid up shares since awaiting a ruling any day now in their anti-trust case with the U.S. government.  Albertsons is facing similar push back, regulators are pointing to local market monopolies similar to Spirit, although I still believe the asset divestiture and any further divestitures should be able to create a compromise situation given Albertsons and Krogers general lack of national overlap.

MBIA (MBI) is a bond insurance company that has been in runoff for many years now.  It has confusing accounting due to a GoodCo/BadCo structure hiding the value of the GoodCo in their consolidated financials.  My original thesis centered around MBIA putting itself up for sale, but as rates increased (this company is also very interest rate sensitive due to their bond investment portfolio) and the Puerto Rico Electric Power Authority ("PREPA") restructuring continuing to drag on, the company paused the sale process since they presumably weren't getting anywhere near management's adjusted book value of $27/share.  At the start of December, shares were trading under $8/share, then some lucky news hit that National Public Finance Guarantee Corporation (the GoodCo) was dividending up to the parent $550MM in a special dividend.  Much of which was then going to be distributed to MBIA shareholders in an $8/share dividend, more than the shares were trading at the time.  Post special distribution, the company should have a book value of ~$11-12/share ex-BadCo and ~$19/share if you use management's adjustments and back out the unrealized losses on their investment portfolio and add in their unearned premiums.  On the 11/3/23 Q3 earnings call, CEO Bill Fallon (presumably knowing the National dividend was a possibility/probability) said, "With regard to the strategic alternatives, as we've suggested in the past, we think the optimal transaction would be a sale of the company."  With shares current trading for $6/share, there's still room for a healthy premium for MBIA shareholders and a discount to book for an acquirer.  Absent a deal, if rates do indeed come down and municipal credits remain strong, MBIA can continue to limp along in runoff, returning capital via either repurchasing shares or potentially more special dividends in future years.  I lost a fair amount on some call options speculating on a takeout earlier in the year, I won't make that same mistake with MBI today, but I continue to hold.

HomeStreet (HMST) is a regional bank based in Seattle that also does a lot of business in southern California, which was caught up in the deposit flight crisis last spring.  I bought it after a Bloomberg article suggested the company was exploring a merger or an asset sale, later we found out that several bidders have made offers for the company's DUS business line (a license that allows them to directly originate Fannie Mae commercial loans), but the company has thus far not been agreeable to a sale.  HomeStreet's deposits costs have risen dramatically, squeezing net interest margin, they've cut expenses, and reduced loan originations to the point where they could be classified as a zombie bank.  A full out sale is highly unlikely here in the near term, any acquirer would be required to mark-to-market HomeStreet's balance sheet, which currently would have negative equity value due to the current value of their loan portfolio (rate driven, not credit driven, yet).  Without the DUS asset sale as a catalyst, this bank is one big bet on lower interest rates, indeed in the last few weeks, shares have spiked back above $9/share.  Tangible book value is $26/share (ex-loan fair market value), if rates decline enough over the next year or two, HomeStreet will limp along until the accounting is satisfactory enough where they become an acquisition target by someone with a stronger deposit franchise.  That's a bit of thesis drift for me and I have plenty of interest rate risk elsewhere in my portfolio, so I might exit this position for future new ideas.

First Horizon (FHN) is a mid-to-large sized regional bank that does most of its business in the southeastern United States.  It came on my radar when their sale to TD Bank was terminated after regulators made it clear they were penalizing TD for previous anti-money laundering wrongdoings by not approving the merger.  The deal broke towards the tail end of the regional bank panic earlier this year and FHN sold off hard as arbs exited and market participants were unsure if the regional bank model was even sustainable anymore.  Six months later, things have calmed down considerably for banks, deposit costs are still rising but with the Fed about to pivot, many bank board rooms are breathing a sigh of relief.  First Horizon is a solid franchise, footprint has good demographics (although I've seen some stories about multi-family overbuilding in Nashville), minimal mark-to-market losses and strong capital ratios to the point where management has signaled plans to return cash to shareholders next year by repurchasing shares.  On the negative side, the bank had a surprise loan go bad for $72MM (Yellow maybe?) and they've got some expense ramp happening as FHN modernizes its technology stack.  Today it trades at $13.80/share, tangible book value is $11.22/share, a target valuation of 1.5x book still seems reasonable, which would yield a $16.83/share target price.  I'm content holding until we get a bit closer to that number, maybe get long-term capital gains tax treatment too.

Banc of California (BANC) is another regional bank that closed on their transformational merger with PacWest (PACW) after the former got caught up in last spring's banking crisis.  Following the merger, Banc of California should have a tangible book value around $14.25/share compared to the current share price of $13.43/share (0.94x book), with earnings guidance of $1.65-$1.80/share (12% ROE, sub-8x earnings).  My thesis continues to be that there will be significant realized synergies as the two banks had significant overlap which will become more apparent in 2025 earnings.  Until then, the bank is in pretty decent shape after an equity injection, low 80s loan-to-deposit ratio and sub-4% office exposure.

CKX Lands (CKX) is a micro cap (~$25MM) land bank in Louisiana where management is potentially looking to take it private (management hasn't said this explicitly, but the company is exploring strategic alternatives) as plans advance for a carbon capture sequestration plant on or near CKX's land.  Historically, CKX has generated revenue from timber sales, oil and gas royalties and other miscellaneous land fees.  The rock underneath CKX's land is porous rock that makes it suitable for carbon capture sequestration technology, which is essentially means collecting the pollutive output of the area's numerous refineries and piping it back deep into the earth.  If a sequestration plant is constructed on CKX land, the company would be entitled to a revenue share, management might be trying to get ahead of that event by taking the company private.  This article provides a great overview of the sequestration opportunity and mentions CKX CEO Gray Stream quite a bit.  I don't have a great sense of what the fair value is for CKX, but others more familiar with the situation have put an $18/share value of it, today it trades a bit under $13/share.

MRC Global (MRC) is a distributor focused on natural gas utilities, energy transition projects and servicing the upstream oil & gas industry.  No MRC specific news has really come out since my write-up, so it still holds up fairly well, the macro backdrop has improved a bit as LBO financing conditions have improved.  The company needs to refinance a term loan that comes due in September, the preferred shareholder is blocking any contemplated refinancing that wouldn't include taking them out, I still think a sale should work well for all sides here and is likely to happen.

Green Brick Partners (GRBK) is a homebuilder with a land development heavy model that continues to outperform, turning on its head the value investor idea that an asset-lite homebuilding model is necessary to succeed in this cyclical industry.  Count me as surprised too how their land sourcing and infill location model has continued to be a sustainable competitive advantage (key man risk with Jim Brickman?), but with migration trends continuing to be a tailwind for their Dallas and now Austin markets, their growth should continue.  GRBK currently trades at a reasonable 7.5x NTM earnings according to TIKR estimates and has $121MM remaining on their share repurchase plan.  I cut back on my position during the year, but still have confidence in Green Brick's medium-to-long term future although not necessarily an actionable idea today.

Acres Commercial Realty Corp (ACR) is a commercial real estate bridge lender, primarily to multi-family properties, but also a smattering of office, hotel and retail.  The market is particularly worried about lenders like ACR, they lend to developers/sponsors who are repositioning a property, which upon stabilization will then obtain long term financing to take out ACR's bridge loan.  Banks have pulled back, no one wants to extend new loans to office in particular, but multi-family also has some fears of covid induced overbuilding, the pull back in financing itself could cause a sinkhole in CRE asset value.  If the sponsor is unable to obtain new financing, ACR might be handed back the keys.  The formation of ACR was basically sponsored by Oaktree, the distressed specialist, my inclination is their loan book is stronger than the average commercial mREIT as a result.  ACR additionally is the odd REIT that doesn't pay a dividend, which gives them flexibility to plug credit holes or as they recently announced, return cash to shareholders via a share repurchase program.  Shares have rallied with the repurchase news and Fed pivot, but at $9.80/share, it still trades at a massive discount to book of ~$25/share.

Howard Hughes (HHH) is a real estate developer effectively controlled by Pershing Square's Bill Ackman, he has been a consistent buyer of shares this year as the stock has traded around $80/share in recent months.  With rates increasing, new commercial development has slowed at Howard Hughes, plus one of their main products in new office is all but dead for the next decade or so.  Even if commercial development slows in the near term, their land sales should be strong in the near term as homebuilders are increasing their activity to meet demand.  Absent some kind of Ackman take-private, the near term catalyst for HHH is their upcoming spinoff of Seaport Entertainment which will house the disastrous Seaport segment (much of which they operate themselves), the Las Vegas Aviators (presumably the stadium too, but they need lender approval) and the Fashion Show air rights.  They've hired Anton Nikodemus to be the CEO of Seaport, he previously was an executive at MGM where he ran the CityCenter properties and was instrumental in the development of MGM National Harbor and MGM Springfield.  Presumably that means they're finally serious about utilizing the Fashion Show air rights, but with several large new strip casinos coming online this year, their timing might not be right.  My initial reaction is the spin is a positive development, it'll remove the Seaport cloud from the pure play real estate assets, although I question how Seaport will be funded/financed.  The Aviators ballpark provides a nice steady revenue stream, but not enough to cover further Seaport losses, let alone develop their planned 250 Water St tower or a new Las Vegas strip casino.  I'll likely do a deeper dive once the Form 10-12 comes out on the spin.

DigitalBridge Group (DBRG) is in the final stages of its transition from a diversified REIT to a pure play asset manager focused on the digital infrastructure industry.  Continually increasing rates in 2023 were initially a negative for DigitalBridge as many of their portfolio companies were purchased at low entry cap rates, but the company was saved a bit by the artificial intelligence trend that has continued the need for data centers and other digital infrastructure assets.  This remains a bit of a jockey bet on CEO Marc Ganzi, he's a talented fund raiser, but he is losing his number 2 in CFO Jack Wu who is moving on to lead his own investment organization.  I don't have much to add to the discussion on DBRG, content to hold a while longer to see the full transition from a balance sheet play to an income statement story, we're still probably 1-2 years away from that being complete.

Transcontinental Realty Investors (TCI) is a heavily controlled real estate company that primarily owns multi-family properties in the sunbelt, but does have a smattering of office and land development projects as well.  This year was pretty quiet for TCI, they did start developing two new apartment complexes (one in FL, the other in TX), but otherwise simply deleveraged their balance sheet after the previous transformational Macquarie JV sale in 2022 (which in hindsight was very well timed, sold near the very top).  The recent proxy statement had two interesting proposals, one put forth by management that would clear some red tape in merging the Russian doll structure with ARL and IOC and another from a shareholder asking the company to hire an advisor and pursue strategic alternatives.  The shareholder proposal naturally failed since TCI is 85% owned by the controlling family.  But seems like there might be some movement in cleaning up the structure, it is still a bit puzzling why TCI is public, management does have an external management agreement, but it really only applies to the 15% of stock that is held by the public.  With NAV arguably over $100/share and the stock trading for $35/share, there's a lot of room for minority shareholders to be happy and management to transfer significant value to themselves in a take-private deal.  I had an outsized position in TCI to start the year, did trim my position by a third, content now to wait a year or two longer for a corporate action to happen here.

NexPoint Diversified Real Estate Trust (NXDT) is formerly a closed end fund that 18 months ago converted to a REIT.  Unfortunately, this story has been very slow to develop, not much has happened here post conversion, the REIT continues to be a confusing mess of limited partnership stakes, many of which are with related parties, and limited investor outreach to simplify the story.  Rising rates didn't help NXDT and its valuation has suffered, trading around $8/share today versus a $23.89/share reported NAV (as of 6/30) or a $22/share tangible book value.  CEO James Dondero (a controversial figure) continues to buy shares via funds he manages, personally and is taking their management in shares (although that's a bit of a negative given where the shares trade), all bullish signs for the underlying value compared to trading price.  The REIT doesn't cover its dividend with AFFO, it recently started paying 80% of the dividend in shares, I'd rather see them cut the dividend to zero and build some liquidity, only paying a special dividend necessary to comply with IRS REIT regulations.  In summary, it is just odd that NXDT doesn't publish press releases, conduct earnings calls or do the typical REIT conference circuit investor presentations.  All things I would have assumed they would do considering how they manage NexPoint Residential Trust (NXRT).  Similar to TCI, I'm willing to give management here another year or two to see what develops, but my confidence is lower than when I first bought into the idea.

Par Pacific Holdings (PARR) is a downstream energy company with refining, midstream and retail locations in geographically niche areas in the Rockies, Pacific Northwest and Hawaii.  Par Pacific has benefited from another year of above average refining crack spreads causing the company to gush cash.  They've successfully fixed their post-covid balance sheet and this year closed on the acquisition of a formerly Exxon refinery in Billings, MT.  The company is generating significant taxable earnings which are now offsetting their $1B+ NOL tax asset.  Par Pacific is additionally beginning to invest in renewable fuel assets, which might help people think through the terminal value question of oil refineries, but I tend to think that's premature by a couple decades.  The management team is formerly from Zell's Equity Group and continues to execute on value accretive deals (other than injecting additional equity in Laramie (a private natural gas producer PARR owns 46% of), it is hard to think of a bad deal they've done).  It's not necessarily actionable today, I did sell down some of position during the year, but at 5x NTM EBITDA and 6.75x NTM earnings (TIKR estimates, to be fair, they're overearning in the current environment), I continue hold due to being comfortable with the management team.

Closed Positions (since 6/30)

Broken Biotech Basket:
PFSWeb (PFSW) was a third party logistics ("3PL") provider that was acquired by GXO Logistics (GXO), the deal closed in October for $7.50/share, a nice result.

Sculptor Capital Management (SCU) was a hedge fund manager that put itself up for sale after a very public spat between founder Daniel Och and CEO Jimmy Levin.  The firm found a buyer in Rithm Captial (RITM) (fka New Residential), a little bidding war ensued but eventually Rithm Capital closed on the deal in November for $12.70/share.

Western Asset Mortgage Capital Corp (WMC) was a mortgage REIT that never recovered from the covid era liquidations, it was acquired by AG Mortgage Investment Trust (MITT) in a cash and stock deal.  I would anticipate seeing a few more of the small left for dead mortgage REITs acquired in the coming years, particularly if we see more stress on the CRE side.

Jackson Financial (JXN) is a 2021 spin of Prudential PLC that primarily provides variable annuity insurance products.  I liked the setup because it was a UK listed company spinning off a much smaller US listed company; Jackson Financial initially traded substantially below book value (still does) as it was an orphaned security with no initial index ownership and complicated financials.  Over the following two years, Jackson was added to indices, paid a healthy dividend and bought back a substantial amount of stock.  While that gameplan is still occurring and some potential excess capital could be dividended up to the parent (similar to MBIA) in the near future, my initial thesis has generally played out and I'm not a strong enough accountant to figure out their financial statements.  I decided to sell and relocate to newer ideas.

Carlyle Credit Income Fund (CCIF) (fka VCIF) was previously a residential mortgage closed end fund that transitioned to a CLO equity fund.  The thesis generally played out expect for one important risk, when it came time to sell the residential mortgages in the old VCIF portfolio and deliver the cash to Carlyle, the fund took a large 17% write-down.  I'm still not entirely clear why or what happened in the few weeks from the proxy to the asset sale, but that cut almost all my gains in the investment.  Carlyle is a quality manager and I generally like CLO equity as an asset class, but post transition and dividend reinstatement, my position was generally smallish and decided to move on.  Might re-visit it if we see some stress in private credit and the leveraged loan market.

Manchester United (MANU) is the famed English Premier League soccer club, my thesis revolved around the bidding war between Sir Jim Ratcliffe and Sheikh Jassim of the Qatari royal family, I wrongly guessed that Sheikh Jassim would come out victorious since his bid was for all MANU shares and at a higher price than Ratcliffe.  But for whatever reason, the Glazers choose Ratcliffe, after months/weeks of rumors, the official announcement was made this past week that Racliffe was tendering for 25% of both Class A and Class B shares at $33/shares, plus investing another $300MM at $33/share for club facility improvements.  I had hoped there would be some language around a path towards majority or full ownership, but didn't see anything explicitly stated to that effect.  Without a concrete timeline, and Ratcliffe taking operational control of the team, its uncertain why or when he'll buy economic control of the team, the prestige is being the ownership face, and he'll be that now.  As a result, I would expect MANU shares to trade at a significant discount following the tender and possibly be dead money for a while.  I was wrong, but didn't really lose any money on this one.

Performance Attribution
Current Portfolio
In addition to the above, I also have a bunch of CVRs, non-traded/illiquid liquidations, an illiquid bond and a litigation stub.

Please feel free to ask any questions or leave any interesting new ideas for 2024.  Thank you to all my readers, especially those that have reached with positive or negative feedback, new ideas, or just wanting to chat.  Happy New Year, hopefully 2024 is prosperous as well.

Disclosure: Table above is my taxable account/blog portfolio, I don't manage outside money and this is only a portion of my overall assets. As a result, the use of margin debt, options or concentration does not fully represent my risk tolerance.