Bristlemouth: A Value Investing Blog
November 24, 2009

Wide of the Mark on BEPPA

Wide of the Mark on BEPPA

Just last week I mentioned one short-term ‘arbitrage’ was going to work out well for the Value Fund. What was that about the best laid plans?

The idea was to buy BBI EPS securities before the Babcock and Brown Infrastructure recapitalisation, vote in favour of the deal, wait until they were converted into new Prime Infrastructure securities and then sell them at a premium when they started trading again on 24 November (today).

It all went perfectly until the bit about selling them at a premium. The securities relisted this morning and immediately started trading at an 11% discount to the $5.08 offer price. They closed at $4.15, 18% underwater.

At that last traded price, we’re 6% underwater on the fund’s investment (assuming an option over the old Alinta electricity assets, which has been granted to BBI EPS holders, is worth nothing). And I thought getting the deal voted through was going to be the difficult bit.

My numbers indicated the $5.08 offer price was at least 20% less than the securities were worth. Presumably those acting for 'cornerstone investor' Brookfield, which contributed 40% of the total equity, and the institutions that also participated in the capital raising, thought the same thing.

We could all be wrong. The new Prime Infrastructure is much more conservatively leveraged than its predecessor. But it still has plenty of debt and that means relatively small variations in total value can have a large impact on the equity value of its assets.

But there might also be other reasons driving today’s selloff, completely unrelated to the underlying value. Of the 352 million securities now on issue, 55 million are held by former BEPPA holders. Approximately 100% of the BEPPAs changed hands in the six months leading up to the recapitalisation and many ended up the hands of hedge funds trying to do exactly what I was trying to do ­­– sell them for a profit not that long after we bought them.

There were only 3.7 million securities traded today, approximately 1% of the issued capital. That means there isn’t enough volume for the former BEPPA holders to all dump their shares at once.  I’m happy to turn it into a core holding for the fund. The assets are excellent, the current price is attractive and, while there might be potential conflicts of interest down the track, I’m more than happy to have a savvy operator like Brookfield involved. Perhaps many of my fellow arbitrageurs don’t (or can’t) feel the same way.

Comments

Benjamin S
November 24, 2009

As Buffett has said, he wouldn't own a stock for 10 seconds that he wouldn't be comfortable owning for 10 years. So it's lucky then that while this short term position may turn into a long term position, you are comfortable with the assests and major shareholder. Nice also that the Value Fund's investment horizon isn't 4 weeks. I'll be waiting patiently to realise the value also.

jane
November 24, 2009

Maybe..maybe not..i always wonder what mr market is worth and i wonder if the smell off bbi will still linger for a while. We are still happy having paid 5 cents each for our holding of Beepa, wished I kept the bunch I sold at 15 cents though. But mostly your transparency and honesty sits well with us as the custodian of some of our money. :-)

Leon Bambrick
November 24, 2009

My shares still have not been fully converted at my etrade account so maybe the sell off could continue sharply over the next few days as everyone who wants to, gets the opportunity to sell.

Steve Johnson
November 24, 2009

You can sell them now if you want to. Because they are trading 'deferred settlement' though, you'd need to do it over the phone (and won't get the proceeds until 4 December).

mitchell hamilton beeck
November 25, 2009

Your honesty as always is noted steve and that is why i follow all your recomedations and late yesterday bought more at $4.15

Matt
November 25, 2009

Whilst I agree with what you have written in regards to the asset valuation aspects, I find the way the opportunity was implemented a little unsettling. Basically BEPPA shares were purchased to make a stag profit. This relied on 1) the recapitalisation being approved, and 2) the new securities listing at a premium. Whilst we now know the securities listed at a discount, a major risk I saw with BEPPA was if the deal would be voted through or not, which based on your comments above is a similar view to your own. With hindsight we now know this was not the case, however if the deal had been voted down it was highly likely BBI would end up in administration which would have seen BEPPA shareholders go through a rather lengthy process to see a return of their capital, if at all. I'm not sure the potential upside of the investment was worth the downside risk, particularly because the fund must have purchased the BEPPA securities in the high 30's? On a related note, when short term strategies go against us we need to be careful of our inherent bias' to turn them into a long-term investment.

Rowan W
November 25, 2009

I emailed eTrade about this. Apparently your BBI that appears untradable can actually be traded. They tell me you can simply 'sell' BBIDA if you own BBI. The DA on the end indicates the deferred settlement date. So buyers buying BBIDA are simply buying BBI with a deferred settlement date of 03Dec09. After 04Dec it will resume to 'BBI' as normal T+3 trading. On 08Dec09 your BBI will then turn into PIH.

David Gao
December 1, 2009

I think the major risk that troubles BBIDA is still its high debt level. Great risk implies Great discount, with little information on the web now I'm not surprised to see the stock move against us in the short run. Disclosure: I hold 3% BBIDA atm.

Daniel
December 7, 2009

Steve, Will you be showing the actual investments the fund holds? If so where can I find it, If not why not? Also the above BBI arbitrage seems to go against the stategy the fund set out in the PDS. While I know your aim was to try and make a stag profit for the fund, and while you are happy to hold this stock as a long term investment, the fact you are holding it now is that you have made a loss on it, otherwise I doubt you would be a buyer at current $4 price tag. As a potential future investor what game plan are you sticking to?

Rowan
December 17, 2009

Steve did you manage to read the article on FERC stuffing up the 12/24% regulation on the American pipeline? Greg said he would provide an update but the maths makes sense and sounds like a pretty easy court case (if it even goes that far after they explain that to FERC). The only real unknown as one comment suggested was if NGPL used a linear depreciation model although I doubt that changes much more than a few percentage points here and there (the overall crux that the pipeline is not returning 24% based on a depreciated asset base is still valid).

To me this implies a much greater margin of safety an readjusting gregs valuation of 50-600m to 550-600m for the pipeline makes the valuation change to a low ball of $4.20 (high end above $6). I recently went out on a limb and bought a whole bunch more at $3.60 ish.

Steve Johnson
December 17, 2009

Hi Rowan, I don't really want to coment on stocks I'm interested in for the fund (not in a public forum anyway).

But I've read John's analysis and am not sure if he's right or not. He's right if the idea is to earn the same amount of revenue in each of year of the asset's life. That's not how it would work here in Australia - most of our WACC based systems depend on the regulatory asset base at the time of calculation, but we also get reimbursed for the depreciation. In theory, that would mean you get some of your capital back each year as the asset depreciates. In practice, the asset base usually increases as capex is spent and the asset is expanded (the regualator then gives you more revenue because you have spent more on the asset). There must be something similar in the US - the economic reality is that it is highly unlikely that the pipeline will be worth zero in 30 years' time.

james stewart
December 19, 2009

my shares under babcock/brown infra fund were listed in the states as bckbf. suddenly a couple weeks ago my 25,000 shares worth 2-4 cents each became One share worth about 3 u.s. dollars! then prime took over and it became Two shares and each was only valued at about $4.00! i had been waiting for each of my 25,000 shares to be repriced under prime at about .40 cents each which was what i'd read would happen. what gives? can anyone explain that to me please?

james stewart
December 27, 2009

ummm...ok i guess noone either posts here OR noone has an answer which is pretty much the same reply i'm getting from Every direction i turn for an answer to the mystery!

Steve Johnson
January 4, 2010

Hi James,

I'm not sure what the implications are for a US-listed security but the numbers you are talking about in the US are similar to the numbers here is Australia so I'll assume they are the same. BBI had two securities outstanding - ordinary BBI securities and BBI EPS securities (a preference share). Under the recapitalisation, owners of the ordinary securities were paid 4 cents per security in cash and then effectively wiped out. So you should have ended up with a cheque and a couple of almost worthless shares.
I'm not sure where you got the 40 cents per share from? It sounds like you are taking about the BBI EPS - which is what I've been buying. Owners of these securites ended up with 6.2 cents of cash and 35.5 cents worth of new Prime Infrastructure securities (at the issue price of $5.08). Hope this helps.

Ben
July 15, 2011

Hi Steve,

Any comment on the BEPPA sale before the vote? Fair value or too much work for a better deal?

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