I've always liked speical situations, they remind of a special investigator and how he makes money somewhere where noone else is looking.
I hope to focus a lot focus a lot on special situations this time around, and will be changing my scottrade account to allow for options trading soon.
So here are the four articles I wrote before on Special Situations, as I begin to trade options I will write about the strategies I use.
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Arbitrage is totally risk-free. An example of arbitrage could be buying shares of a company on the NYSE, then selling them immediately on another exchange -- like a foreign one -- for more money. There is no risk in this -- unless your phone breaks and you can't call your broker -- there also so isn't much reward, because of this I'll be writing about a different kind of arbitrage, with more potential returns.
Risk arbitrage, is arbitrage, with the risk of losing money attached. Joel Greenblatt wrote the primer on risk arbitrage, he is also the creator of The Value Investor Club Website. I recommend his book for a further look at Risk Arbitrage, or as it is more commonly know Special Situation investing.
There are a number of ways to invest in special situations:
- Spin-offs
- Bankruptcies
- Restructuring
- Rights Offerings
- Re-Caps
- Merger Securities
- Companies Going Private
Spin-offs
Spin-offs are my favorite types of investing in special situations. Sometimes a company will decide it will do better, or a section will do better, if part of it is spun-off. Basically a division is separated from the parent company.
A study conducted by Penn St. found spin-offs out-perform the S&P by 10% per year, during the first three years of independence.
Peter Lynch talked about spin-offs in his first book.
Institutions have a lot of limitations, detailing the amount of companies they can own, the sizes of companies they can own, the percent of a company they can own, etc. Usually when a division is spun-off the institutions have to sell their shares immediately, resulting in the spin-off being undervalued, if you can understand the new company and find a spin-off undervalued you will likely beat the market over time.
Simply reading The Wall St. Journal will point you towards spin-offs.
Merger Securities By looking at
Investhelp you may find a few companies that are trading below what they will be acquired for. I would strongly advise against investing in any mergers, the risk is to great to make up for small potential returns. If you need to invest in a merger to get your adrenaline pumping before working-out I would say only invest when both companies are 80% owned by insiders who are dead set on the merger going through.
Merger Securities on the other hand are different. Usually companies pay the shareholders of the company being acquired with cash, sometimes shares, when they pay with bonds, preferred stock, warrants, or rights, etc. Companies usually only use merger securities to pay for a portion of the payment - they use them because they probably exhausted their ability to raise cash.
Like spin-offs - and Rodney Dangerfield - merger securities don't get any respect, institutions sell them almost immediately, producing a great buying opportunity.
This means, don't try to invest in pending mergers because they're too risky, but follow the merger and if any merger securities are being used to pay for the company wait a while after the deal goes through - if it goes through - and try to put a value on the securities, they're probably undervalued.
Bankruptcies Just reading that makes you think about Airplane companies, doesn't it? You'd think that investing in bankrupt companies would be a way to become one of them, but it turns out it could make you rich, if you do it at the right time...
Don't buy shares of a company that is currently going through chapter 11, that won't be profitable until a cow jumps over the moon, and if you have that money to burn you can just subscribe to an expensive newsletter and you won't need to invest for yourself.
You could buy bonds, bank debt or trade claims from bankrupt companies, but that wouldn't be smart unless you specialized in bankrupt companies.
There is a profitable way to invest in a company that went bankrupt... After the company comes out of bankruptcy it has to pay off it creditors, usually doesn't pay them with cash, it pays them with its brand new common stock, and of course do the creditors want this common stock? NO!! Seems like this is happening a lot, institutions own a company and it spin-offs shares or pays them with merger securities and it sells the shares almost immediately, creditors are paid with common stock from a company that went bankrupt and they sell the shares, because they don't have any reason to hold them.
Investigating this is pretty easy, go to the SEC website,
http://www.sec.gov/ and you'll find a filing for bankrupt companies that tells you when the bankruptcy issues will probably be resolved, read this and pick your spots only invest in these companies when you are totally sure of the outcome, and have learned more than what you've read here.
Going Private Transactions Cheap Stocks provides a good tutorial
here. And Old Niu
here The SEC
here.
Basically micro-cap companies usually have very small revenues, sometimes under $1,000,000, the ~$100,000 they have to pay to the SEC could be 20% of their potential profit, the company will probably want to get rid of these fees.
This is where we come in, if the company can reduce the number of shareholders it has to under 300 it can file at will, and is no longer required to do so quarterly. To do this they have a reverse split, ex. 1-100 for every 100 shares you have they give you one.
If you have less than 100 shares, then the company pays you for the remaining fractional shares. In their SC 13E3 (usually announces the intention to go private, kind of like a proxy statement) they will declare a tender price, which is the price they'll pay for fractional shares.
When you find a company that is trading well below the tender share price, then, after investigating risk, you would usually buy one less than the split amount to make all your shares fractional.
The bad part is: usually these company's share prices are so low $100-$1000 is the most you'd be able to invest to make a good profit, sometimes companies will want to go private for reasons other than not wanting to file, they may be big enough that more money could be invested in the situation.
Finding these situations is extremely easy, check this
page on the SEC website to find companies that filed the SC 13E3 filing. The Cigar Butt Hunters Group on Yahoo! follows these situations intently. George on
Fat Pitch Financial follows all of these transactions, and for $15 a month or $125 a year he tracks the difference between tender and current prices for most arbitrage situations.
Investing here does not go without risk. There is also the problem with the amount of time it takes for the cash to appear in you account.
Restructuring
Corporate Restructurings are similar to spin-offs; in restructuring a business sells a badly performing division of the company -- a really big division. Except in restructuring we're looking to buy the company after the restructuring...
The reason to buy restructuring is hidden value may be obtained from the selling of the bad division, and the company being more profitable. Say a company is trading for $20 per share and it's earning $1 per share, it has a P/E of 20x and a 5% earnings yield, but one really bad division is losing $1 per share. Joel Greenblatt looks for companies that restructure and sell the bad division, which was depressing earnings. After selling the division the company is making $2 per share, and has a 10% earnings yield (probably above bond yields) the company is now relatively undervalued.
Look for situations that are well managed, have a great business to be restructured around and limited downside. Lastly, make sure the restructuring is significant in comparison to the total value of the company.
Recaps & Stub Stocks
In a Recapitalization a company usually buys a large portion of shares back from shareholders.
An example of this is a company trading at $18 that decides to distribute $15 dollars of bonds to investors, at $18 per share we’ll assume it earns $1.50 per shares, or a P/E of 12x, taking out the 40% tax rate it is making $2.50. After the recap it should be trading at $3 per share ($18 minus the $15 in bonds), it still earns $2.50 per share, assuming the bonds paid ten percent we first subtract $1.50 from earnings for interest expense, which is tax deductible, to get $1 per share, then multiply it by the 40% tax rate to get $.60 EPS.
If the company is trading at $3 this is a P/E of 5, probably too low. Of course the highly leveraged stub stock (stock after recap) probably doesn’t deserve the same P/E as it did before, but if we assume an 8.33 P/E is justifiable – it’s has the same business model, the only thing that has changed is the amount of debt - it should trade at $5, giving us a recap package of $20 ($5 stock, plus $15 bonds), this is a gain of 11% from the original $18.
Recaps aren’t as popular as they were in the mid ‘80’s, but when you find one Joel Greenblatt says, “There is almost no other area of the stock market where research and careful analysis can be rewarded as quickly and generously.”
Rights Offerings Profiting from rights offerings is a little bit more complicated then the other situations described here, so I encourage you to buy
You Can Be a Stock Market Genius
and explore it, to find how to profit from this and other special situations
The third part of the series is about special situations used by hedge funds today, mainly from the books,
Super Cash and
How to Trade Like Warren Buffett by James Altucher and
Value Investing Made Easy by Janet Lowe. I recommend these three books for any one looking to master special situations investments and to be up in down markets as well as rising markets.
The special situations written about here will be:
- Closed-End Fund Arbitrage
- Activist 'piggy backing'
- Deep, Deep Value
- LEAPS
Closed-End Fund Arbitrage
Closed-end funds are mutual funds that have a limited amount of shares and trade on a public exchange (NYSE, NASDAQ) like stocks. Because of the nature of the funds trading on an open exchange they frequently trade above, at a premium, or below, at a discount, to their NAV - Net Asset Value or the value of the mutual fund at the time. Thus a smart arbitrager can find a closed-end fund trading at a discount and buy it until the gap closes, or do vice versa and short a closed-end fund trading at a premium.
However it is not that simple - if it was these situations would not exist. Some closed-end funds trade at a steep discount to their NAV - EQS is the steepest current at a 23.4% discount to NAV, reversion to the mean would present a 31% return - but the discount is probably deserved, closed-end funds that underperform or have always traded for a discount should not be bought without a foreseeable catalyst - like activists - that will propel the fund back to it's NAV.
Currently my favorite in this category is the Gabelli Dividend & Income Trust (GDV). The fund "invests at least 80% of its assets in dividend paying or other income producing securities. In addition, under normal market conditions, at least 50% of the Fund's assets will consist of dividend paying equity securities." according to its website. Currently it trades for about a 15.5% discount to its NAV. Returns have been satisfactory and the dividend yield is 6.6%, so while you wait for reversion to mean, which is about 18%, you own a fund with satisfactory performance and a good yield.
Activism
A method rising in popularity among hedge fund managers is activism. In this method the manager buys >5% of a company he believes is not returning value to shareholders and becomes active in the business until value is returned to shareholders. When selecting companies to buy the manager usually looks for undervalued companies based low cash flow multiples, or companies with a lot of fcf and cash, he then buys 5 or more percent of the company which requires him to file with the SEC, when he files he not only discloses his holdings in the company but he also writes a letter to the board of directors about why he has bought the shares, what he thinks is wrong with the company and how he believes value can be released. This filing is available for everyone to see on the SEC website. Sometimes the company will immediately comply with the manager, but other times the fight can get pretty scary between a manager and a company.
Obviously regular investors cannot become activists, but 'piggybacking' activists is easily possible. When trying to find good activist investments one can use the sec website to follow each filing daily from activists, follow all 13Ds filed, when one is found it must be scrutinized to be reassured that the company will comply with the activist and value will be returned to shareholders, but when an opportunity is found great returns will most likely follow.
My friend Kevin Kelly, of Market Money, has, by far, the best information on potential activist situations. Read the following articles on different situations Kevin has analyzed:
Deep, Deep Value
Deep value has been discussed on this site before, I interviewed deep value focused investor Henry Lu and I purchased Lazare Kaplan which is trading below its Net Net Current Assets. Deep value is basically buying companies trading deeply below assets, at a very low price to earnings multiple or a very high cash flow yield. Companies trading at a fraction of their book or for 1x earnings is what Benjamin Graham originally championed buying.
This type of investing is usually called "cigar-butt" investing, you buy the stock, or pick up the cigar butt, for one last puff then quickly sell it. When investing in deep value the quality of the company is ignored and the investor is focused just on finding companiess so ignored by Wall St. they can be bought for as low as $.25 on the dollar. Because business quality is ignored value traps may be purchased, value traps are companies which appeared to be undervalued but are discounted for a reason, and they will stay discounted, or fall and become more discounted.
To avoid value traps one must look for companies not only deeply undervalued but also with quality, or at least profitable and have an expectation of earnings which will not fall. Also you must make sure management wants to return value to shareholders, if a company is trading below its cash, you must determine how management is going to use the cash, if they will just let it sit then a discount must be applied to cash to adjust for ignorant management.
One deep value opportunity I like right now is ExpressJet Holdings (XJT), XJT trades at about 3.5x earnings with $80 million of net cash and a contract with Continental which guarentees a 10% operating margin, XJT also trades at 1/5 of sales.
LEAPS
I won't go over the basics of options here, go here for that. LEAPS are options with a longer period of time attached to them, usually about two years.
As an example lets say I have resarched DirecTV and have decided they are a good business which is discounted when compared to its peers, has good financials and good management, but the only thing holding them back is the fact that GM holds a large portion of the common stock and investor fear this. I also believe in the near future GM will sell all of these shares, whether it be because they are forced into bankruptcy or if DTV buys back these shares, as they have already started doing.
Because I believe in the company, and think investors will realize this once GM sells the shares and DirecTV is no longer connected to them, I can buy LEAPS for JAN 08 with a strike price of $17, the current price is $17.50 and the options are priced at $2.75. If I buy one contract my investment is $275 (one contract is 100 shares), as opposed to $1,750 if I had bought 100 shares of the common stock.
Lets say in the next year and a half the stock appreciates to $26 per share because GM sells their shares and investors realize it's a good company, my investment in the LEAPS has appreciated about 330% (I bought them for $2.75 the price of the options is now $9, $26-$17) and my investment in the common stock is up only 49%.
Also if DirecTV were to fall because GM refused to sell it shares or something else happened to force DTV's shares down you would only lose you initial investment of $275 with the LEAPS, but you could possibly lose a much higher amount.
Conclusion
I believe that even great investors can only find 6-8 really good investment per year, to insure good investment returns when markets are volatile and good investments are hard to find special situations are needed to propel returns to an exceptional level. Afterall special situations are just 'value with a catalyst'.
Fund manager Matthew Richey wrote for The Motley Fool for a number of years before leaving to start a hedge fund with fellow writer Zeke Ashton. About one year ago Zeke and Matthew started managing the Tilson Dividend Fund, focused on picking growing, undervalued, companies which pay out a good dividend as well.
A few days ago Matt and I talked about using covered calls to generate a 'synthetic' yield.
Right Price Investing: How do you use covered calls in your general strategy?
Matthew Richey: Our ideal is to sell calls at strike prices that we otherwise would be happy to sell the stock at anyway. For instance, if I think Netflix is worth $40, then I might be happy to sell the $37.50 call and collect a premium of $2.50. That gives me an effective sell price of $40, assuming the stock gets called away, and otherwise I get the $2.50 as a "synthetic dividend" of sorts. Occasionally we're willing to sell calls at a strike price below our estimate of fair value, but only if the call premium is exceptionally high, allowing us to lock in a very high synthetic dividend yield.
RPI: When you find it appropriate, how much of your position do you usually sell calls on?
MR: There are many factors, but ultimately the decision boils down to how much upside in the stock we're willing to give up in exchange for the call premium. On mature businesses where we typically know fair value with reasonable precision -- take Costco, for instance -- we're frequently willing to sell calls on our entire position, so long as the strike price gives us our fair value estimate. But on growing businesses where fair value is less precise -- take Netflix, for instance -- we're less willing to cap our upside with calls, and so might only write calls on one-third or one-half of the position.
RPI: How often do you have to sell stock when you don't want to because you sold the calls?
MR: Rarely. It's happened to us only two times over the past three years, and each time involved a stock that paid a very high dividend, which incentivized the call owner to exercise his call and receive the dividend. For non-dividend paying stocks, I think the chance of being called prematurely is remote. Either way, it's actually to our advantage to have the stock called away early because that means we earn our entire premium without having to wait until the option's expiration, which results in a higher IRR on our invested capital.
RPI: What yield on the total portfolio do you expect each year to come from covered calls?
Honestly, we don't have any specific expectations from one year to the next. It all depends on what types of opportunities Mr. Market pitches our way. To the degree we're finding very deeply undervalued stocks, we'll tend to use less covered calls and rely more on capital appreciation; and vice versa. In the current market, where we're finding many moderately undervalued securities but few deeply undervalued ones, we're using covered calls on a regular basis. So in a year like this one, we expect covered call income may account for perhaps one-quarter of the portfolio's return.
RPI: Would you recommend individual investors use this strategy?
MR: Yes and no. Yes, in that it's a low-risk strategy and an intelligent value investor should be able to make informed judgments about choosing appropriate strike prices that offer adequate premium. But no, in that many individuals will have trouble distinguishing when a covered call offers the best risk/reward versus straight common. The greatest danger with covered calls is that you have to be willing to cap your upside (to the strike price + call premium), so you have to be very careful to only write calls where you're getting a good premium at an acceptable strike price. It takes discernment to recognize which situations are well-suited to covered calls, and which aren't. A 7% covered call yield may look tempting, but it'd be a foolish choice on a stock that has 30% upside in capital appreciation.
The above interview corresponds to a strategy employed by the Tilson Dividend Fund. At the time of the original printing the fund owned shares in Netflix and Costco, but this could change at any time. Mike Price does not own shares of either company, but family members of his own shares of the Tilson Dividend Fund.
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