When I wrote about Asta Funding last month I thought it was a nice little arbitrage with little risk, but also limited upside given that the spread was just 3.8%. While surprises when doing merger arbitrage are usually bad news, I got lucky with Asta Funding. Their largest outside investor, RBF Capital, announced that they thought that the going private offer of $11.47/share was significantly too low and that they would oppose the deal. A month later they upped their game with a going private proposal of their own at $13/share.
The stock is now trading at $12.50/share, but given that 61.8% of the outstanding shares are owned by Asta Funding insiders this proposal has a very low chance of becoming reality. However, with a 8.8% stake RBF Capital owns a decent bit of the float and getting a majority of the minority to approve the proposed transaction might become difficult. 8.8% of the shares is just 23% of the float, but there are always a bunch of people that just don’t vote (and effectively vote against the deal) and there might be more than a few holders sympathetic to RBF Capital’s argument that the going private price is a lowball offer.
But it is far from certain that RBF Capital’s efforts will lead to a significantly improved offer from Asta Funding insiders. There are many alternative scenarios possible. Insiders could simply abandoning the going private proposal and go back to business as usual. Alternatively RBF Capital could just be posturing for an eventual appraisal case that would offer no free ride for other minority investors. And of course it’s totally possible that a lot is said and done and in the end the original proposal goes through. When the stock was trading close to the buy-out price of $11.47 I was happy to hold on to see how things would play out, but at the current prices I think the market is pretty optimistic so I decided to exit.
Author has no position in Asta Funding anymore
The first company I wrote about on this blog in 2011 was Asta Funding (NASDAQ:ASFI). Looking back, an ambitious start since it was certainly not a stock that was easy to analyze. I sold it in 2014 for a marginal profit, but Asta Funding always stayed on my radar. Last year it looked like the story would finally finish when the CEO of the company submitted a non-binding proposal to take the company private at $10.75/share. With insiders already owning a majority of the outstanding shares and the company having a book value of $13.71/share (of which a large part consists of cash, US treasury bills and equity securities) it was a deal that made sense and until recently the stock traded at a tight spread to the proposed offer.
However, last month changed everything. Merger spreads exploded everywhere, especially for deals that were not yet definitive. I had my doubts as well about this one, even though it was a good deal and the large cash balance would make the company pretty immune to the impact of the coronavirus. To my surprise Asta Funding announced last Wednesday that not only did they sign a definitive merger agreement, the price was also increased to $11.47/share, making this one of the very few new deals that were inked in the past few weeks. In normal market circumstances you would expect a cash deal like this with no regulatory risks and no financing risks to trade at a spread of almost nothing.
Of course, we are not living in ordinary times. But for a deal that was signed this week that doesn’t really matter. You would not expect the buyer getting cold feet because he knows exactly what he is getting into, and of course, the merger agreement explicitly states that the impact of a pandemic cannot be a material adverse effect. Many deals that were signed in the months leading up to the big outbreak outside China also have this clause. While many of them are probably also interesting arbitrages, here we not only know that legally the acquirer will have a tough time of walking away, but also that he doesn’t have any interest in doing so.
With the stock trading at $11.05 while it is being bought for $11.47/share the spread is currently 3.8%. Not bad for a deal that I think is extremely low risk, and will most likely be completed before the end of June. I couldn’t resist picking up some shares, but kept my position size reasonable small. There are so many interesting merger opportunities that it is hard to pick which ones to buy, and while I think this one has a low risk, the reward is also not super big.
Author is long Asta Funding
In 2016 I participated in the merger of Glacier Water with Primo Water (NASDAQ:PRMW), calling it at the time the merger arbitrage of the year. It was a somewhat complex deal with the payment composed of a mix of cash, stock and warrants and with a part of the stock portion of the deal locked up in multiple escrow tranches. At the end of 2017 I received the last Primo Water shares from escrow, making the merger arbitrage marginally profitable, but with some warrants remaining with an expiry date in December 2021 anything could still happen.
That something turned out to be the acquisition of Primo Water by Cott (NYSE:COT) this year in a combination of stock and cash. While the deal provided a nice boost to the stock price of Primo Water, it unfortunately also means a premature end of the warrants. In the merger the company will convert the warrants to stock, based on the $14/share cash consideration of the merger. I wonder if this is actually legally correct, because in the warrant agreement I don’t see anything about the possibility of terminating the warrants early in case of a corporate action. If I have a reader that is an expert in this subject matter I would love to hear from you.
That said, it is at this point just a theoretical discussion to satisfy my curiosity. With Primo Water trading above the $14 cash consideration that would be used to calculate the merger consideration for the warrants I decided to exercise them early, and sell the stock. That creates the following final picture of the results:
||# of PRMW shares
||Net cash flow
|Buy 1 GWSV share
|Cash merger consideration
|Initial share payment
|1st escrow release
|2nd escrow release
|3rd (final) escrow release
|Exercise warrants and sell stock
As you can see the end result is okay, but not very spectacular. Unfortunately Primo Water proved to be a mediocre business with an equally mediocre growth in share price. When I bought Glacier Water in 2016 the stock was trading at $13.81. Now, more than 3 years later, while the stock market has exploded upwards PRMW is barely above $15/share. And that is after receiving a decent merger premium. So it’s easy to imagine how this could have turned out different, but truth to be told, it was also clear in 2016 that Primo Water was priced high.
No positions anymore
Nzuri Copper announced today that it received the last required regulatory approvals in China. When I wrote about the company in July the merger was already delayed, but by then the company was aiming for a close at the end of August. They obviously failed to hit that target, and the expected merger date was pushed back many times more. Of course, it’s still not a done deal, and in today’s announcement the expected closing date of the merger is now early March. But with all regulatory approvals in the pocket I don’t expect that there are more issues remaining that could cause further delays.
While in the end I got the result I was betting on, it’s tough to say in hindsight if my thesis was correct or not. It’s quite possible that those delays were indicative of a real problem that could have blown up the merger. Or perhaps it was just some administrative issue. Who knows?
Author is long Nzuri Copper
With another year behind us it is time again for another portfolio review. On Twitter it almost seemed that everybody had >100% returns this year, but my return was more inline with that of the index. Given the fantastic performance of the index this year I’m pretty happy with that, especially since the many special situations I invest in have usually a very low correlation with the stock market. I have been saying for years that I expect my portfolio to do relatively well when shit really hits the fan, but besides a small blip in 2018 it’s not a thesis that has been really put to the test. Nevertheless, I managed to beat the index for the eighth straight year since starting this blog. For sure a result that is way better than expected when I started investing.
* Return in euro’s after transaction costs, net dividend withholding taxes and other expenses
** Benchmark is the MSCI ACWI (All Country World Index) net total return index in euro’s
This year the basket of special situations managed to grab the top spot in my performance attribution graph, as you can see below. The biggest contributor to its performance was from a liquidation that provided a positive surprise worth 163bps while the reversal of the Sorrento Tech liquidation payment got a solid second place with a 157bps contribution. The worst performer in the basket was the Pacific Biosciences of California merger with Illumina with a negative 55bps contribution. I thought this deal wouldn’t face unresolvable regulatory issues, but that turned out to be very wrong, and four days ago the companies announced that they terminated the merger agreement. But it was clear from the start that there was some risk, and I’m pretty happy with how I sized the position. But perhaps I should have stayed away, handicapping this kind of regulatory risk is probably not where I have my biggest edge (if any).
Last year HemaCare was the biggest contributor of the portfolio with a 221% return. This years gain was almost equally impressive 146%, and thanks to a bigger starting allocation it provided a bigger contribution to the performance of the portfolio than last year (even after selling some shares early in the year). The final boost to its performance was provided mid December when Charles River Laboratories agreed to acquire the company for $25.40/share in cash. While I’m still waiting for the money to hit my account the merger was completed in record time. In just two weeks the transaction closed, even though this period included the Christmas holidays and New Year’s Eve. Perhaps they didn’t want people to try to exercise their appraisal rights? Or maybe I’m just a grumpy old guy to assume nefarious intentions…
At the bottom of the graph we find a couple of familiar value stocks. As a group the classic value stocks in my portfolio didn’t do very well, but both PD-Rx and Scheid Vineyards performed poorly operationally during the year so we can’t just put the blame on the market for not liking these companies. With PD-Rx now trading at net current asset value while Scheid Vineyards owns property worth many times its current market cap there is a reasonable case for continuing to own them at today’s price, but the stock I’m more enthusiastic about is Conduril. But the market and I have been in disagreement for more than seven years on that stock, so the chance that I’m wrong is certainly going up as well.
Last year my New Years resolution was to start bumping up my blogging frequency a bit again, something that didn’t really happen. I’m not going to put out there another failed New Years resolution, so I will just finish this post with wishing you all a happy a new year!
Author is long most of the stuff in the performance attribution graph