Tag Archives: business

(not so) “Happy Meal” convertible bond offerings

October 20, 2013 By in Convertibles, Current Market Thoughts, hedge funds, Investment firms, the Happy Meal Tags: , , , , , , 2 Comments

Pinky, the more astute of the two eponymous stars of the long-running documentary on genetically engineered mice, once opined that “if they called them Sad Meals, no one would buy them.”  So true.

Wall Street “Happy Meals”

Recently, the Wall Street Journal has been writing about a convertible bond offering technique, known as the Happy Meal, which has come under SEC scrutiny.   It shows what a colorful, inventive but cold-blooded place Wall Street is.

The Happy Meal is/was an offering of convertible bonds, in which the issuer arranged at the same time to lend large amounts of company stock to buyers so that they could sell the stock short.

Got that?  …probably not.

So let’s pull the pieces apart.

1.  A company issues convertible bonds.

Convertibles are bonds with a provision that allows them be exchanged for a specified number of shares of the issuer’s common stock under certain circumstances.  Until they are converted, the buyer collects interest income.

Generally speaking, a company would rather issue common stock or straight bonds, or borrow from a bank.  The fact that the firm is issuing a convertible almost always means these other, more attractive, avenues aren’t open to it.

2.  In the case of the Happy Meal companies, the convertible form wasn’t inducement enough.

Conventional long-only buyers turned thumbs down.  Who would these buyers usually be?  …specialized convertible securities funds, or bond funds looking to boost their returns by holding equities.  They avoid violating the letter of their investment mandates by buying stocks wrapped up in a bond package.

3.  That left hedge funds willing to do convertible arbitrage.

That is  to say, the hedge funds would simultaneously buy the convertibles and sell the stock short.  Exactly what a given hedge fund would do varies.  One technique would be to sell short enough stock to eliminate entirely any effect of stock movements (up or down) on the position–leaving the hedge fund to collect a stream of interest payments.  But a fund could also shade its holding to the positive or negative side.

4.  There’s more.

To sell stock short, you typically borrow the stock from a third party who owns it, using a brokerage firm as a middleman.  In the Happy Meal case, that wasn’t possible–either because there weren’t enough holders of the stock or because holders were reluctant to lend.  So the issuing company itself lent the stock that hedge funds dumped out into the market right after the offering.

What a mess!  A company would have to be really starved for cash, in my view, to contemplate serving up a Happy Meal.

not so appetizing any more

Companies have begun to turn sour on Happy Meals.  Two reasons:

–enough Happy Meal issuers have suffered significant stock price declines after their offerings that simply announcing a Happy Meal issue is now enough to make the common stock swoon, and

–according to the WSJ, a retired investment banker has turned whistleblower and reported the Happy Meal to the SEC.

His claim? …that issuers and their brokers are negligent by failing to disclose in the offering documents  how aggressive post-issue short selling is likely to be.

A concerned citizen, yes.  But one who also stands to collect a bounty under the Dodd Frank Act if the SEC investigation leads to significant fines.  In other words, a vintage Wall Streeter.

Ray Dirks, Kevin Chang and other stuff

October 7, 2013 By in Getting financial advice, hedge funds, How your broker gets paid, insider trading, sell-side analysts, Trading Tags: , , , , , , 1 Comment

a $30 million fine

According to the Wall Street Journal, Citi technology analyst Kevin Chang was fired last month.  Citi was fined $30 million by state regulators in Massachusetts for his leaking the contents of a research report to influential clients the day before it was published.  Other investigations are ongoing.

What happened?

The Journal, whose account appears to be taken from the Massachusetts consent order, says Mr. Chang found out from an Apple component supplier, Hon Hai Precision, that Apple had cut back orders–meaning, presumably, that sales of iPhones were running considerably below expectations. Chang wrote up his findings in a report that he submitted to Citi’s compliance/legal departments for review.

While his report was being processed, Chang was contacted by at least one hedge fund, SAC, which was looking for corroboration of similar conclusions drawn in an already released research report by Australian broker Macquarie.  Chang promptly emailed the guts of his report to four clients, SAC, T Rowe Price, Citadel and GLG.

The legal issue?   …selective disclosure of the research conclusions.

not the first time:  the Ray Dirks/Equity Funding case

Mr. Dirks was a famous sell-side insurance analyst back in the early 1970s.  In researching Equity Funding, a then-high flying stock, he discovered that the company’s apparently stellar growth was a fiction.  The firm had a bunch of employees whose job was to churn out phony insurance applications for made-up people, which EF then processed and showed “profits” for, just as if they were real.

When he found the fraud out, Dirks immediately called all his important clients and told them.  They sold.  Only then did Dirks inform the SEC.

Rather than being grateful for his news, the SEC found Dirks guilty of trading on inside information and barred him from the securities industry–a verdict that was reversed years later by the Supreme Court.

two observations

1.  Why put important clients first, even at the risk of career-ending regulatory action?  After all, many sell-side analysts take home multi-million dollar paychecks.

Their actions show who the analysts perceive their real employers are.  Ultimately, they collect the big bucks because powerful clients continue to send large amounts of trading commissions to pay for access to their research.  If that commission flow begins to shrink, so too does the size of the analyst’s pay.

Also, an analyst’s ability to move to another firm rests in large measure on whether these same clients will vouch for him–and will increase their commission business with the new employer.

2.  What happens to people like Dirks and Chang?

Dirks was eventually exonerated.  While he was appealing the SEC judgment, his thoughts on insurance companies continued to be circulated in the investment community.  Only they appeared under the byline of a rookie apprentice to Dirks–Jim Chanos.

Dirks eventually established his own research firm.  Interestingly, when I Googled him this morning, I found that the top search results were all basically rehashes of the favorable information put out by Ray Dirks Research itself.  No one remembers the real story.

Chang?  I don’t know.  He lives in Taiwan, where I suspect he will catch on with a local brokerage firm or investment manager.  As far as Americans are concerned, disgraced analysts or portfolio managers tend to end up in the media.  For example, Henry Blodget, who wrote all those laudatory “research” reports for Merrill touting internet stocks he actually believed were clunkers, now works for Yahoo Finance.  You can watch similar characters every day on finance TV.  Crooked, maybe.  But they’re articulate and look presentable.  And that’s all that matters.

 

 

October could be a tricky month–but for unusual reasons

September 30, 2013 By in Constructing a Portfolio, Current Market Thoughts, Portfolio management Tags: , , , , , , , , , Leave a comment

October selling

Seasonal weakness usually hits the US equity market in late September and continues through the first half of October.  The reason is tax selling by mutual funds and, to a much lesser degree, ETFs.

mutual fund/ETF tax planning

A mutual fund or an ETF is a special kind of  corporation that is exempt from income tax on any profits it makes, provided that it sticks to portfolio investing and distributes to shareholders basically all realized gains.  These payouts become taxable income to their recipients.

For every mutual fund or ETF I know, the fiscal year ends on Halloween.  That’s when the fund has to figure out its gains and make the required distributions.  This has nothing to do with trick or treating.  It’s October so the fund can close its books and send out the distributions before December.

Funds typically begin to prepare for their yearend in late September.  They either sell winners so they can make a distribution (for some reason, shareholders regard distributions as a good thing), or they sell losers, to use the tax losses this creates and to keep the distribution down to a reasonable size.

Not this year, though.  In fact, not since 2009.  As far as I can see, most mutual funds/ETFs still have considerable accumulated tax losses on their balance sheets.  Those resulted from the massive panic-induced redemptions that occurred at or near the bottom of the market in early 2009.  The losses, which offset realized gains, will swamp any profits funds may have made this year.  So there’s no point to doing normal year-end tax selling until past years’ accumulated losses are either used up or expire.

this year’s issue is different

It’s budget negotiations in Congress.

spending power

One negotiation, whose deadline for action is tonight, is over Congress giving the administration authorization to spend money to run the Federal government.  Talks are deadlocked.  Absent a last-minute compromise, an estimated 800,000-1,000,000 government workers will be furloughed effective tomorrow.  That’s out of 2.1 million Federal employees.

The furloughs would add about .6% to unemployment in the US.  They would also have negative economic ripple effects, as corporations that do business with Washington defer spending plans while they wait for the situation to develop.

According to USA Today, the Federal government has shut down 17 times since 1977, though usually only for very short periods of time.

borrowing power

The second, and more important, negotiation is on raising the Federal debt ceiling.

Washington currently borrows about 20¢ of every dollar it spends.  The Treasury estimates it will reach the limit of its current borrowing authority from Congress in mid-October.  Without an increase, the government will be reduced to spending only money that comes in the door from taxes and other payments.

At some point, it’s possible that the Treasury wouldn’t have enough money on hand to make interest payments on the Federal debt or redeem Treasury securities that come due–meaning the US would be forced to default on its debt.  That would be awful.

Wall Street worries

I don’t think Wall Street–and any other world stock market–will find it easy to move up during a period of uncertainty like this one.

The main issue, of course, isn’t the looming government shutdown.  The longest happened during the Clinton administration–twice.  The S&P fell modestly, and quickly regained lost ground after the shutdowns ended.

It’s the question of whether the crazy behavior of Congress in causing the shutdown will be repeated in the debt ceiling talks, where the stakes are much higher.

Personally, I can’t decide whether the Tea Party Republicans who are at the core of the disputes are content to bring the government to edge of disaster before compromising, or whether they want to go further.  After all, in March 2009, a group of similar-minded Republicans voted against the bank bailout, saying they would prefer a repeat of the Great Depression of the 1930s to pumping money into bankrupt financial institutions.  The S&P fell by 7% on that news.  Then the Republicans changed their minds.

That was a great buying opportunity for stocks.  Hopefully, we won’t have another one.  But uncertainty will likely keep a lid on the market until the debt ceiling issue is settled.

what I’m doing

From a strategic point of view, I think the best course is to believe that politics will eventually work itself out and to not change portfolio positioning.

My tactical view is a little different.

In times like this, short-term traders tend to argue that if the market can’t go up, there’s only one direction it can move in.  So the lack of upward potential implies downside pressure.

That make me a buyer on weakness.

securities analysis in the 21st century: where the companies stand

September 20, 2013 By in Constructing a Portfolio, Current Market Thoughts, Getting financial advice, Portfolio management, Securities regulation Tags: , , , , , , Leave a comment

two communication theories

1.  When I entered the business in the late 1970s, the attitude of publicly traded companies toward their actual and potential investors was personified by a Mobil Oil public relations executive named Herb Schmertz.

Herb’s view was that brokerage house securities analysts were a specialized kind of newspaper reporter.  If his company wanted to tell the financial community some tidbit without the information hitting the press, Schmertz would call in/call up favored analysts and let them know.  Their obligation, in his view, was to faithfully relay the company’s information–spun the way the company wanted–to their clients.  No actual analysis, no contrary conclusions, needed.

That’s not quite today’s view, though.

2.  I remember vividly a time in the mid-1990s when I held a large position in Sony (embarrassing but true–although I’m one of the few portfolio managers who can truthfully say he made money holding Sony).  I went to E3 in Los Angeles that year, where Sony Computer Entertainment was having a briefing for securities analysts.  I arrived at the meeting room and sat down.  A SCE official came up to me and told me to leave.  Why?  that Sony (Kaz Hirai) was going to be discussing sensitive information about strategy and upcoming products.  Only sell-side analysts were allowed to participate.  Everyone else, including shareholders (i.e., company owners!!!) , were barred.  I refused to leave and the guy left me alone.

Blend #1 with #2 and you get the way most companies act today.

what’s wrong with this picture?

Post Regulation FD (Fair Disclosure), the company behavior I just described is, to me, clearly illegal.

It seems a little crazy to me, as a shareholder, that a company may refuse to communicate with me directly, but will give information to a brokerage house analyst from whom I have to buy it.

Most important in a practical sense, the old system is broken–and most companies don’t realize it.  It’s broken in two ways:

–most brokerage houses have gutted their research departments because they believe research loses them money.

–I think the equity market swoon that accompanies the Great Recession has marked a key turning point in the way individual investors behave.  I think that as a group they’ve soured on mutual funds and have begun again to invest in a blend of index products plus individual stocks that they research themselves.  They instinctively know that active managers generally have no edge any more, and that brokerage research is threadbare.

clueless in Delaware

(that’s where most publicly traded companies are incorporated)

My experience over the past few years in dealing with investor relations departments is that they exhibit what one might call an “emperor’s new clothes” attitude.  They don’t want to acknowledge that the world has changed, and that the communications protocol they’ve used for decades no longer works.

what to do?

For companies, it seems to me a basic rethink of communication strategy is in order:

–previously analyst-only meetings should have a provision for individual shareholder participation.  This might be at the same physical location.  The very least should be a webcast with interactive chat and ability to participate in Q&A sessions.

–same thing for appearances at broker-sponsored conferences, including breakout sessions.

–investor relations departments should become more responsive to queries from individual shareholders, or potential shareholders.  This isn’t as glamorous as coast-to-coast travel to talk with big institutions and brokers, but both of those constituencies are withering on the vine.

For our part, if/when a phone call (or several) to a company isn’t returned, a letter to the chairman is in order–explaining why we think the policy of not responding to shareholder inquiries is misguided.  I think the key points are that it isn’t fair to give information to non-owners but not to owners, and that it’s doubly unfair to give it to brokerage intermediaries who then force us to pay for information about our own companies.  (A word about how the world has changed may be in order;  pointing out that current practices violate Reg FD will probably get you, at best, a form letter from the legal department (i.e., nowhere).)