Professional Documents
Culture Documents
Case Study #1
What happens when the following get together?
Hubris
Easy Capital
Ego
Peaking Fundamentals
Peaking Stock Prices
Big Deal Fees
Answer: FINL/GCO/UBS
UBS
GCO
FINL
3. Winter 2007
1. Summer 2007
2. Fall 2007
Deal Background
David (FINL) vs. Goliath (GCO)
Valuation
SEPT 2007
FINL
GCO
JAN 2008
FINL
GCO
Price:
$5.30
$45.00
Price:
$1.80
$33.00
MC:
$258m
$1,040m
MC:
$86m
$760m
EV:
$216m
$1,180m
EV:
$48m
$900m
EV/S (ttm)
0.16x
0.76x
EV/S (ttm)
0.04x
0.6x
EV/EBITDA
(ttm)
2.5x
8.0x
EV/EBITDA
(ttm)
0.6x
6.1x
EV/EBIT
(ttm)
5.4x
10.9x
EV/EBIT
(ttm)
1.2x
8.7x
PE (ttm)
10.6x
22.2x
PE (ttm)
3.6x
19.5x
PB
0.55x
2.54x
PB
0.20x
1.8x
Possible Outcomes
Outcome Band includes:
Something in between
Embedded legal uncertainty (MAC, solvency
certificate, judge, jurisdiction)
Long/Short FINL, or
Long/Short GCO
What is the risk*/reward?
FINL: appr. 1/5 to 1/10
GCO: appr. 1/1 to1/2
*Risk = permanent loss of capital, not beta
So What Happened?
- Comedy of errors
- FINL better lucky than good
- Linear thinking at the peak
- The deal fee monster
3
1
Events
Catalysts
Insurance at work
Review
Special situation
Optionality thats free
Valuation
Hedging (Insurance)
The Ratio
Disgruntled merger arb hedge funds suing
Live Situation #1
A Spinoff
Thesis:
Buy ParentCo, and get SpinCo for free.
Live Situation #1
Brinks (ticker BCO) Spinoff of Brinks Home
Security (ticker CFL)
BCO
CFL
Brinks Parent
BCO parent is a dominant industry leader with the strongest
balance sheet (net cash of $67m) and the best
margins.
Management has demonstrated discipline in their pricing.
The industry is characterized by many over-levered players are
the currently getting removed from the game by virtue
of their own balance sheets rather than competition.
The global secure logistics market was $14b in 2007. ( $11b in
CIT/ATM, $1.6b in outsourced cash logistics and
$1.4b in specialized high value transport (i.e. global
services).
2006 - 2011 CAGRs of 3% for CIT/ATM, and 10% - 15%
for cash logistics.
35% share of the overall US market (nearly double #2 Garda)
Deal Background
BCO was and is a hedge fund stomping ground
for Pirate, MMI, and Steel.
Inadvertent beneficiary of activism with BAX
sale, net cash position and recap
Until mid September 2008, BCO was trading at $70 per share, much
closer to the intrinsic value based on the expectation of the spin.
Valuation - BCO
Comps trade around 6x 7x EBITDA (Garda,
G4S, Prosegur and Securitas)
Brinks commands a premium (pricing, margins,
customer base, etc.)
Private transactions take place above 8x
EBITDA.
BCO should kick out $350m in EBITDA 09.
At 6x, that's $45 per share.
The BCO-wi shares started trading on Oct 17th
at $23 per share, or only 3x EBITDA.
Valuation - CFL
CFL should kick out over $200m in proforma EBITDA 09.
Comps trade around 9x 12x EBITDA. At 6x, and that's $25 per share.
Monthly Recurring Revenue (MRR)
CFL's MRR is about $40m. The MRR multiple range is 20x - 60x. This
implies a value of $800m - $2.4b, or $16 - $50 per share.
Steady State Free Cash Flow (SSFCF)
SSFCF of about $150m. At 8x 12x SSFCF, the implied value is $1.2b $1.8b, or $25 - $38 per share.
As one of the industry leaders, CFL deserves a value at the higher end of the
ranges.
CFL-wi started trading on Oct 17th at $25 per share.
Now at $16 per share, or 3.5x EBITDA, 19x MRR, and 5.0x SSFCF.
BCOwi
CFLwi
NOV 2008
BCO
CFL
Price:
$23
$25
Price:
$20
$16
MC:
$1,060m
$1,150m
MC:
$910m
$770m
EV:
$990m
$1,100m
EV:
$840m
$720m
EV/S (ttm)
0.32x
2.05x
EV/S (ttm)
0.27x
1.34x
EV/EBITDA
(ttm)
3.0x
5.6x
EV/EBITDA
(ttm)
2.5x
3.5x
PE (ttm)
11.0x
15.6x
PE (ttm)
9.5x
10.5
PB
1.5x
2.4x
PB
1.3x
1.6x
Spinoff Checklist
Valuation
Capital structure
Orphan business/stock
Institutional ownership/pressures
Management incentives/ownership
Fundamentals
Other Factors/Forces
Cyclical characteristics (credit, churn)
Countercyclical characteristics (guns,
safety)
International exposure
Exchange rates
CFL rebranding
Royalties wind down benefit
Review
Spinoff
Inefficiency built into the system
Valuation
Options
The Ratio
Live Situation #2
A Tender Offer
HLTH HLTH Corp. ($8.10)
Live Situation #3
A Merger Arb
OVEN TurboChef ($1.60)
Denali Investors
H. Kevin Byun
kbyun@DenaliInvestors.com