Lieutenant Island Views : Commentary About Finance, Politics and Baseball

Why You Should Hate Brussels Sprouts Rather Than Bankers!

April 17, 2009
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The Daily Deal has an uproarious essay on why we should not vilify bankers any more. They point out that it is just starting to get passé. New villains are needed. Their recommendation; Brussels sprouts!
Their case is absolutely compelling.

While many of you may not read ‘The Deal” on a regular basis, if at all, it is a terrifically well written “trade rag” for the finance industry. They have both a “wicked” sense of humor and social conscience in addition to being excellent reporters (Note: they assist this writer in his teaching at Morehouse College). Check out the article.

http://www.thedeal.com/newsweekly/insights/dear-bankers.php


Tax Day Lament (circa 2009)

April 15, 2009
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Today is Tax Day all over America. Unlike our current Secretary of the Treasury, more than 65% of all Americans now have professionals prepare their tax returns. With incomes down, few if any capital gains to offset losses and a $3,000 limit to investment losses against non-investment income, tax returns have become less complicated for a lot of people. As I have talked to friends, family and acquaintances ranging from my 89 year old mother (living on a fixed income) to former students in their first year of work, they all have had a similar complaint: the tax preparation cost me as much or more than I saved.
Perhaps Tim Geithner’s do-it-yourself plan was a harbinger of today’s lament!!

In any case, as is almost always true, the Wizard is a source of great wisdomon this subject!

Tax Day Lament (circa 2009)

Tax Day Lament (circa 2009)


How Deficits Are Financed Does Matter

April 14, 2009
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Fortune magazine’s Allan Sloan poses some excellent questions and raises some ugly issues in his piece “Structuring the Treasury’s bet for a Long-Term payoff.” His central thesis is that the Treasury makes a mistake financing the majority of its new debt in the short term debt markets at .2% today rather than locking in long term (30 year) rates at about 3.6%. It is his belief that long rates are likely to rise as the US deficit increases. While he makes no judgment on the merits of a deficit driven stimulus plan, financing such long term deficits in the short term markets may make the near term savings extremely expensive in the long run.

Rates may rise regardless of what action the Treasury takes today, however, the actions taken today may make tomorrow worse than it need be. Rising rates are usually what happens when business conditions improve from recessionary levels. Financing an increasing deficit in the short term market today exposes the Treasury to greater refinancing risk in the future in what most likely will be a higher rate environment. Laws of supply and demand will also have an impact on the US Treasury’s cost of capital. The larger the amount to be financed, the more leverage the buyers will have in terms of rate demands. The Chinese are already talking about holding less dollar debt. Is this a precursor for a “Sino-Hold-Up” that would make John Dillinger proud? While there is still faith in the United States Treasury, that faith could have an unattractive price tag attached!

The implications for a rise in long term rates and strategies to minimize the long term interest cost do more than just add varying levels of incremental debt to our national balance sheet. Corporate bonds are usually priced on the basis of a “spread” over Treasuries. Higher Treasuries, regardless of the maturity, mean higher corporate borrowing costs unless spreads decrease; the exact opposite may happen in a rising rate environment. Weaker and smaller less-than-investment-grade companies can expect to be hit the hardest. In a worst case scenario, it is possible that no spread would be sufficient to compensate investors. To put hard numbers to this, in today’s market, B rated companies’ 8-10 year bonds are trading in the 14-15% range. Similar bonds of BB rated businesses are in the 10-12% range. Were ten year Treasury rates to rise 2.5-3% and spreads to remain constant, the cost of ten year bonds for B rated businesses would rise to 16.5-18% and BB rated bonds to 12.5-15%. Any upward movement in spreads would make rates higher, taking them to potentially prohibitive levels. Though such rates would not impact the cost of pre-existing bonds, they would be a severe impediment to the refinancing of maturing bonds and/or to finance growth or capital projects.

Dick Cheney was famous for saying that “deficits don’t matter.” Time will tell if he was right. What is for sure is that how deficits are financed can make a big difference!

http://www.washingtonpost.com/wp-dyn/content/article/2009/04/13/AR2009041302585.html?wpisrc=newsletter&wpisrc=newsletter&wpisrc=newsletter


Pulte Buys Centex-Rumors of Hombuilding’s Demise are Greatly Exaggerated!

April 8, 2009
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To paraphrase Mark Twain, “Rumors of the demise of the homebuilding industry are greatly exaggerated”. The recently announced acquisition of Centex Homes by Pulte Homes is a bold move that speaks volumes about where the business is going. Several points worth noting about the deal include:

1) It is a stock for stock transaction-Centex directors want to capture some of the upside which is created. They are not heading for the door.

2) The synergies are huge, probably amounting to $.75-!.00 per share annually. On a net present value basis over five years, this represents between 30-40% of the purchase price.

3) The structure materially improves the pro forma company’s balance sheet

4) Centex had near term (ie next 18 months) maturities in excess of $500 million. This has not been talked about by analysts but must have been an important consideration for their management and board. The questions around the debt included:
a) Could Centex refinance all of the debt?

b) What would be the cost to refinance the debt if it could be refinanced ? Arguably the cost would have been a coupon in the mid to high teens with limited ability to call if a deal could be done? And that is a HUGE if!

c) What sort of operating constraints would the banks put on Centex in terms of revolver availability etc? Banks do not like bondholders paid out in front of them. They would have forced the issue and turned a $500million maturity problem into a portential muli-billion dollar issue. Any impairments or other issues which caused bank covenant violations would have led to truly significant problems for Centex.

d) Could the problem have forced them into some sort of bankruptcy proceeding?
This writer believes that the debt issue played significantly into Centex’s thinking. They opted to be pre-emptive rather than risk that someone would beat them to Pulte and leave them a universe of less likely acquirors, forcing them to suffer the vicissitudes of a prolonged bad debt market

5) Centex’s bonds did not have a change of control clause (“COC Provision”). This basically would allow a buyer to assume the Centex bonds as part of the transaction rather than having them “put” at 101 and forcing a major refinancing. This was a major transaction advantage to any buyer. That said, it was also something of a “wasting” asset which could be lost if Centex were to default on its bank debt and trigger a cross default with the bonds. It is very likely that Pulte viewed the lack of a COC provision as a major attraction to Centex. Centex probably viewed it as a “use it or lose it” opportunity and chose to use it.

6) Did Centex have alternatives to Pulte? Looking at the other big builders, Pulte and, to a lesser extent, NVR were clearly the most logical. Pulte had a relatively high stock price in terms of PE and multiple to book. Moreover, it only has $25million in near term maturities vs some $318million for DR Horton and over $500million for Lennar. While NVR has the industry’s most enviable balance sheet and stock multiples, it has generally operated with a “land light” strategy and high margin construction strategy. Buying Centex could have hurt their multiple and been a huge undertaking for them operationally. This was less the case for Pulte where it was much better set up to cut employees, plug Centex subdivisions into their infrastructure and play. From my soundings around the industry, Centex did not do a significant market test, opting to cut the best deal it could with Pulte and then hope that the combined entity’s stock performs.

7) Could Centex have achieved a higher price? Maybe. To do so would have involved a game of corporate “chicken” with Pulte. The odds were not stacked in their favor as most strategics (ie other builders) were not likely buyers and the size and industry precluded private equity from becoming engaged. My guess is that Pulte started at a price below book and was worked up to book value. Going above book value in this market, with attendant goodwill and impairment issues was a bet Centex could only make if it were willing to “walk from the deal” and continue on a stand alone basis. They also knew that the odds were high that their bet would be called.

8) Is this a harbinger of other deals? If so, who is next? The answer is a resounding maybe! The same issues of debt maturities, form of consideration and price will be at play. Pricing will be tricky because of all of the usual constituencies involved including common shareholders, bondholders and banks. Fair deals for all will work. Banks and bondholders do not want to operate homebuilders and, in many cases, managements own significant stock (ie Toll, Lennar, MDC, Horton, Hovnanian et al.). Land positions, size and the quality of management will also be issues

All in all, this looks to be a decent deal for Centex shareholders relative to the downside risk. They traded off a low price for their shares for comfort that they would not be crushed by their near term debt maturities. They also believe that they will still have terrific upside in Pulte shares due to the synergies and general deal structure. They are probably correct in this thinking. For the same reason, the biggest winners will likely be the Pulte shareholders

PS The bank lenders, many of whom were lenders to both Centex and Pulte, will also be very happy because they will probably be able to significantly reduce their aggregate exposure to the combined entity.


PAC Giving-Down 6% is the New Up!

April 7, 2009
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Who’s kidding who? The fact that PAC contributions fell only 6% in the first two months of 2009 vs. 2007 is remarkable. Big banks which are receiving TARP funding have been virtually out of the PAC business. Add to this the facts that businesses are facing tight liquidity, major losses and an administration espousing squeaky clean policies on political giving. Down ONLY 6% is the new up! The Wall Street Journal and others can write all they want about how political giving is way down. Anything in the range of a 10% or less decline in PAC giving says to this author that PAC giving is actually deemed as an important business priority for the givers’ employers. Anyone who has been in any significant role at a major US corporation knows that PAC giving is voluntary in name only. Whether you are a Democrat or Republican, you never want to receive a call from your boss asking why you have not given to the firm’s PAC! If employers are making such calls today, they must really mean business.

Is the Wall Street Journal in cahoots with business to mask this story or do they just not get the joke?

http://online.wsj.com/article/SB123905882020994793.html


Tom Toles’ Take on the Estate Tax

April 3, 2009
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As my mom often tells me, “many a truth is told in jest”. Tom Toles captures the estate tax argument in a cartoon. What is hard to believe, in times like these, is that there is substantive Republican discussion about the estate tax. For those in the Republican leadership who have gripes about the $7million limit before taxation that President Obama proposes, they and their constituents should be happy if they can still pass that level of tax free capital to their children. They may not realize that many who might have been able to do so can no longer do it due to the financial crisis. Likewise, when they had a chance to increase the limit, they overreached and sought to completely eliminate it on a permanent basis. Fighting over this issue now raises a serious issue of certain leaders’ priorities in a conflagration!

http://www.washingtonpost.com/wp-dyn/content/opinions/tomtoles/?name=Toles&date=04032009&type=c


Let’s Look Under the Banks’ Hood (Declining revenues may take care of that nasty compensation issue)

April 1, 2009
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A quick look at the first quarter ’09 Underwriting revenue statistics released today by DealLogic suggests that Underwriting may not be such a big source of increased profitability for banks. While total proceeds raised increased 27% from $1.344 billion to $1.707 billion, industry wide fee income was down 11.9%. The results were far worse for a number of the former industry leaders whose liquidity and stability are in question.The differences are, in part, explained by the fact that there was less activity in the higher margin areas of equity and less than investment grade debt issuance. More interesting is a look at the underwriting revenues of individual banks. Only Deutsche Bank and Royal Bank of Scotland posted increases in underwriting revenue. Names like Citi, Goldman and BofA did not fair well at all. If Citi and BofA are going to have up first quarters, it won’t be from underwriting. Citi’s first quarter revenues were down 31.3% and B of A’s declined a whopping 56%. The mighty Goldman Sachs fell from third to tenth on the League Table and saw its underwriting revenues fall 45%, which was worse in total dollars and percentage terms than even Citi’s results.

The changes probably reflect a few things. First, the more stable banks, like JP Morgan and Deutsche, are likely to be the leaders going forward. While Citi and BofA were still marginally ahead of Deutsche, their precipitous declines point to an issuer abandoment trend that may not be quickly restored. Were it not for a few old relationships, which probably meant joint books on the right and conferred less real revenue than DealLogic thinks, they would likely be behind Deutsche. Second, were it not for major refinancing by investment grade names, who were taking advantage of market windows and proactively moving to protect their balance sheets, revenues would have been much worse for everyone. These event phenomenons, if true, may not be indicitive of great ongoing revenue streams. Third, Goldman’s fall off reveals just how dependent they really were on equity and less than investment grade issuance. In the last few years they evolved into a higher risk shop dependent on proprietary trading and investments together with higher margin and risk underwriting.

Perhaps the Obama administration need not worry about legislating bank compensation. Decining Underwriting and other bank revenues may do the job for them!!

Bank Underwriting Revenues First Quarter 2009 v 2008 may be found below:

http://online.wsj.com/mdc/public/page/2_3106-FeesStocksBonds-Q12009.html


A Tale of Two Cities-Red Sox/Yankees Economics in the 21st Century

March 31, 2009
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The last five years have been the best of times for Red Sox fans. Starting with their infamous collapse in 2004, they have been the ugliest, if not the worst, of times for Yankee fans.

One could argue that the performance dichotomy is the result of two disparate economic strategies. The Yankees continue to follow strictures established by Col. Jake Rupert in 1920: spend significantly more than any other team to hire away the biggest names in the majors. The Red Sox operate with a hybrid version of Money Ball relying heavily on home grown talent, making strategic bets on reclamation projects like David Ortiz, Bill Mueller, Mike Lowell, Brad Penny, John Smoltz et al. and using Sabremetrics to execute on the field as well as in drafting players.

The two strategies are also seen in their approaches to free agents. The Yankees tend to use muscle to outbid others for big name free agents regardless of the cost. In dealing with free agents, their own and other teams’, the Red Sox tend to have price limits and stick to them (this even was true with Daisulke Matsuzaka). The Yankees hardly ever are outbid in auctions unless it is a onetime sealed bid process where they do not have a chance to up their offer (this is how they lost Daisulke Matsuzaka). This year, the Yankees out did themselves with signings of CC Sabathia, AJ Burnett and Mark Texeira. The Red Sox made a run at Texeira but would not match the Yankees bid. Their real focus was to add four reclamation projects (Takashi Saito, Brad Penny, John Smoltz and Rocco Baldelli) for a combined annual compensation level less than any one year salary of the three big Yankee additions.

Surprisingly, though the Yankees are the huge spenders, they exhibit less alacrity than the Red Sox at jettisoning stars or exploring new strategies. Mid-season trades of Manny Ramirez and Nomar Garciaparra were bold moves by the Red Sox which improved team chemistry without significantly reducing run generating firepower. The Yankees seem less willing to adopt new approaches. Perhaps this is why they still stick with the almost 90 year strategy of Jake Rupert.

The sad reality is that, since 1978, their high priced players strategy has been a bust. The Yankee championship teams of the late 90s were built along the lines of the Red Sox model. This happened during a period when George Steinbrenner was banned from baseball. In Steinbrenner’s absence, Gene Michel and Buck Showalter were able to develop home grown players like Derek Jeter, Bernie Williams, Jorge Posada, Mariano Riveira and Alphonso Soriano who took them to the promised land. As those players aged, and Steinbrenner was reinstated, it was “déjà vu all over again” with more spending, off the charts payrolls and diminishing performance.

One has to wonder what goes through the Steinbrenner’s heads. If there is a proven strategy to win more games win with less expense, why not try it? It could result in less gut wrenching failure and greater profitability. Red Sox fans regularly thank the lord that George and his boys have not figured out the new paradigm. They do this because they know that God IS a Red Sox fan!!!

For another take with some interesting statistics, check out Alex Speier’s piece, “A Different Shape to the Red Sox-Yankees money Wars”.

http://www.weei.com/sports/boston/red-sox/alex-speier/different-shape-red-sox-yankees-money-wars


The End of the Beginning or the Beginning of the End of Hedge Fund and Private Equity Economics?

March 30, 2009
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Saturday’s Wall Street Journal has an interesting article (“Calpers Tells Hedge Funds To Fix Terms-Or Else”) which details the California Public Employees’ Pension Fund’s (“Calpers”) attitude toward hedge fund and private equity compensation. Calpers is the nation’s biggest public pension fund. It has seen its hedge fund and private equity portfolios decimated this year along with its myriad other equity oriented investments. This is necessitating a reallocation of their portfolio which will mean substantial cuts in funding for “alternative investments” like hedge funds and private equity. Calpers’ reallocation issues has done more to put the fear of God into heathen PE and hedge fund managers than would any overzealous preacher! Loss of Calpers money can put a dent into any fund’s asset base and be a harbinger of incremental losses as other funds follow Calpers’ lead. Reallocation also gives Calpers extraordinary “muscle” to demand favorable terms from those with whom it chooses to invest. As the article points out, some of the modifications in terms that it is looking to achieve include:

• Reduction in annual fees (now 2-3% on avg.) and carry from 20% to something significantly less
• Recoupment of fees paid in good years to cover subsequent bad performance
• Managed accounts solely for Calpers to reduce the impact of redemptions by other investors
• Greater disclosure of assets and potential limits to leverage

Implementation will come primarily with the deployment of new money rather than amendments of existing fund investments. While it will take some time to implement the changes desired, they will have a chilling effect on the compensation and operations of many hedge funds and PE shops. Because so many institutional fund investors follow Calpers example it is likely that some fund managers will opt for dissolution or be forced to that decision by an inability to raise adequate capital. If Calpers succeeds, the face of alternative investments will look very different in the coming years. It also won’t help the value of homes in the Hampton’s or large apartments on Park Avenue.

It is quite possible that the fund business will follow the example of Major League Baseball. Top performers like Paulson and Soros may still be able to demand their terms because of their stellar track records in the recent downturn. Others will see a dramatic change in life and pay because they did not measure up in the clutch. There won’t be many Johan Santanas or Albert Pujols in the fund world. To make matters worse, Calpers is signaling that they have no intention of spending as freely as the Steinbrenners!

http://online.wsj.com/article/SB123818466240759815.html


Paul, We Love You But Get a Grip!

March 27, 2009
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The same guy who says that the Obama Administration should be spending trillions more on everything does not like the government’s plan to liquify toxic bank assets. He also seems to hate the capital markets. I guess he thinks that the incremental trillions he wants us to spend come from the printing press rather than the global markets.

What is the real source of his problem? He is is a truly smart guy but today’s piece in the New York Times really lacks clarity. His article “The Market Mystique” fulminates on multiple topics but never really specifies the underlying sources of his problems.

He clearly sees a need for more regulation of markets and then grudgingly admits that the Obama Administration is moving to significantly increase regulation. He dislikes markets and won’t come to grip with the fact that they can’t be ignored. He seems to forget that even in his favorite generation, the fifties, the government used markets to finance its operations. Maybe he thinks that in that era, America was like the Fonz and always had money but did not have to do anything to get it! Only the Fonz failed to realize that there is no free lunch.

It is less clear what Krugman wants other than for banks to admit that the assets have a low value. The argument comes down to what is fair value. If banks follow Krugman’s draconian solution, it could be Lehman redux, unless mark to market rules are eliminated, which his logic would argue against. Forcing big markdowns triggers capital inadequacy issues and, probably, government takeover (s) of some big banks. In this scenario, the FDIC gets to own the assets and probably lots more as a result of a collapse in market confidence (remember what happened when Lehman fell). The government would have to step in and, like it or not, figure out how to finance everything it acquired. It would have to go to the markets. The fellows who make up the markets might not have a Krugmanesque point of view (those Chinese fellows, in particular, have no sense of humor when it comes to losing money in American assets). The elegant thing about the Geithner plan is that it does not deny the valuation issue and provides government funding. The difference in the plan versus Krugman is that it does it by attracting outside capital and reigniting trading in the assets. Krugman’s plan lays it all on the government’s shoulders to finance after triggering a very negative series of events. We saw this with Paulson at the helm. do we want to watch it again?

Paul, please take a bite of a reality sandwich. You can’t avoid markets so use them for our benefit. Obama, Geithner and equity investors get the joke. Why can’t you?

http://www.nytimes.com/2009/03/27/opinion/27krugman.html?_r=1&ref=opinion


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About author

Mr Thaler is currently the Managing Partner of Lieutenant Island Partners, an organization providing corporate finance advice and general consulting to corporations and not-for-profit organizations. Mr Thaler retired as Vice Chairman of Deutsche Bank Securities in early 2008. His background includes experience as an investment banker, senior manager, business builder, college professor, not for profit board chair and trustee. In his thirty plus years as an investment banker for Deutsche Bank and Lehman Brothers, he has been involved in numerous significant debt and equity financings, mergers & acquisitions, leverage buyouts, restructurings and cross border transactions. Of particular note, Mr Thaler has been one of the most active participants and strategic advisors to the homebuilding industry. In a period of significant turmoil and losses, he was one of the few active bankers to the industry who did not have either a loss or credit write down. He is currently advising several public builders on strategic matters and is an adjunct professor of finance at Morehouse College in Atlanta, Georgia. Though he lives in New York, he is a life long Red Sox fan! www.LieutenantIslandPartners.com

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