Bill Ackman's Pershing Seeks Sale of General Growth Properties (GGP)

Just now, Bill Ackman's Pershing Square Capital Management filed an amended 13D with the SEC regarding General Growth Properties (GGP).  The main purpose of doing so was to attach a letter to the board of directors that Ackman sent.  In it, he pushes for a sale of the company to either Simon Property Group (SPG), Brookfield, or another party. 

Ackman writes:

"We hereby request that:

- The Board form a special committee of directors wholly unaffiliated with Brookfield to consider the sale of the company to maximize shareholder value.

- The special committee hire independent legal and financial advisors to permit it to manage a process that will maximize shareholder value.

- The special committee permit all interested parties to express their interest in acquiring the company, provide them with access to confidential information to conduct their due diligence, without any standstill restrictions.

- GGP refrain from any future stock repurchases and prohibit Brookfield from participating in or otherwise suspend the dividend reinvestment program to prevent Brookfield from continuing to effectuate a creeping takeover of control without paying a control premium.

- The special committee also consider such other steps that it deems appropriate to level the playing field for potential bidders for the company and to ensure that control is not transferred to Brookfield."


Summary of Ackman's Letter

The letter is quite lengthy and we recommend you read it in full here.  But for summary purposes, here are the Cliff Notes:

- In October of 2011 Simon Property Group (SPG) tried to buy GGP for a 65% premium at the time.

- In November of 2011, Brookfield expressed their interest in acquiring GGP in which they'd sell 68 assets to Simon in order to complete the transaction.  GGP required SPG to enter into a "highly restrictive confidentiality and standstill agreement that, among other limitations, prevents Simon from making offers to acquire GGP or its assets for an extended period of time."

- April/May 2012: Simon rejects the 68 asset purchase & Brookfield seeks to acquire GGP on its own.

- In July 2012, Brookfield said they needed time to raise capital.  After GGP's emergence from bankruptcy, Brookfield has gone from owning 29% to now owning over 38% (or an even higher 42.2% if they exercise their warrants).  Brookfield has raised their stake by purchasing Fairholme Capital's position and receiving shares via GGP's dividend reinvestment program.

- Due to terms of the warrants, Brookfield's stake also effectively increases each time GGP pays a dividend.  Each time that happens, the number of shares underlying the warrants increases and the strike price is reduced.  So Brookfield is slowly acquiring more of the company each time GGP pays a dividend.

- Ackman says it's unfair that Brookfield has had an "unlimited period of time" to consider acquiring GGP while Simon does not have access to inside information and has been cut off from considering a transaction that wouldn't need financing.

- Ackman's not opposed to Brookfield acquiring the company, but he obviously wants a fair process to allow others to bid.

- Ackman points out that if Simon's bid from last year was translated to today's terms, it would "deliver a minimum of $28.01 dollars per share of value, a 51.2% premium to GGP's closing price of $18.52."


In the end, the Pershing founder is just looking for a level playing field to allow Simon and Brookfield (and potentially others) to bid for the company.  So it will be interesting to see how this one plays out.



Don't forget that Ackman will be presenting his latest investment ideas at the Value Investing Congress in New York City in October.  Market Folly readers can receive a discount to the event here with code: N12MF7.

Keith Meister's Corvex Management Takes Activist Stake in Ralcorp

Keith Meister's Corvex Management just filed a 13D on shares of Ralcorp Holdings (RAH) with the SEC.  Per the filing, Corvex now owns a 5.13% stake in the company with 2,835,296 shares. 

Meister founded Corvex after working under Carl Icahn for years and obviously employs a similar activist/event-driven investment strategy. 

The filing was required due to portfolio activity on August 22nd.  This marks an increase of 367% in Meister's position size since the end of June when he owned just over 607,000 shares.


Corvex's Activist Plans For Ralcorp

Meister's firm explains why they've taken an activist stake in Ralcorp in their SEC filing, pointing to the company's strong competitive position in an industry with secular growth (but bad execution). 

Corvex believes Ralcorp should do one of three things:

1. Sell itself
2. Merge with another food company
3. Make changes on the board and implement a new strategy

It's worth pointing out that Ralcorp separated from its Post Cereals business in February of this year and acquired Petri Baking Products and Gelit in May and June, respectively.

In their 13D filing, Corvex writes:

"The Reporting Persons have had meetings and conversations with management of the Issuer to discuss the Issuer’s operations, strategy, and governance and will seek to have additional conversations with one or more of the Issuer’s management, members of the Issuer’s board, other stockholders of the Issuer and other persons to discuss the Issuer’s business, strategies, potential value enhancing actions or transactions and other matters related to the Issuer.

The Reporting Persons believe that the Issuer has a strong competitive position in an attractive industry with secular growth tailwinds but that poor execution has prevented the Issuer’s shares from reflecting full value. The Reporting Persons intend to discuss with one or more of the persons referenced above, among other topics, the Issuer’s performance since rejecting ConAgra’s acquisition offer last year.

Specifically, the Reporting Persons believe that the “status quo” is unacceptable and the Issuer should immediately pursue three alternatives to enhance stockholder value: 1) a sale of the company, 2) a merger with another food company to take advantage of economies of scale and cost synergies or 3) a “self-help” strategy with new investor board representation and a renewed focus on execution, accretive acquisitions and efficient capital allocation. The Reporting Persons intend to express their concern that the Issuer has had several serious execution issues since the Post separation including disappointing earnings, inability to file quarterly financials on a timely basis and poor communication with investors and analysts."


About Ralcorp

 Per Google Finance, Ralcorp is "engaged in manufacturing, distributing and marketing private-brand food products and other regional and value-brand food products in the grocery, mass merchandise, drugstore and foodservice channels. The Company’s products include nutritional bars; snack mixes, corn-based chips and extruded corn snack products; crackers and cookies; snack nuts; chocolate candy; salad dressings; mayonnaise; peanut butter; jams and jellies; syrups; sauces; frozen griddle products, including pancakes, waffles and French toast; frozen biscuits and other frozen pre-baked products, such as breads and rolls; frozen and refrigerated doughs, and dry pasta."


For more on this hedge fund, we've posted up about Corvex's activity in Corrections Corp of America as well.

Guy Gottfried's Presentation on Holloway Lodging & Trans World Entertainment: Value Investing Congress

At the Value Investing Congress this past May, Guy Gottfried of Rational Investment Group pitched two stocks.  We wanted to post up his presentation (we've also posted up notes & presentations from all other VIC speakers as well).

Gottfried presented the investment case on Holloway Lodging (TSX:HLR.un) and Trans World Entertainment (TWMC) in early May.  Since then, shares are up 30% and 47% respectively.  Gottfried will also be presenting investment ideas at the upcoming Value Investing Congress in New York City in October and MarketFolly readers can receive a discount here with code: N12MF7.


Thinking Small: Scouring for Bargains in a Hot Market

- Common traits: misunderstood businesses (changed but market hasn't yet caught on), demonstrably undervalued, insiders have a lot of skin in the game, catalysts.

First idea - Holloway Lodging (TSX:HLR.un)

-  Canadian hotel REIT based predominantly in Western Canada.  Was at $2.80 at the time of the presentation ($53mm market cap, $165mm EV).  12.5% cap rate and 5.5x FCF and NOI/FCF on the rise

- Multiple catalysts.  Forced to undergo debt recap to address upcoming debt maturity - recap completed in January, diluted equity by over 90%.  Despite dilution, recap greatly enhanced margin of safety: LTV fell from 79% to 56%, implied cap rate actually increased.

- Dilution mitigated by huge decline in stock price - fell 65% to 70% on news of recap, traded under $3.00 vs $150 (split-adjusted) before recession.

- Historically mismanaged but prior management forced out along with recap.  Massive insider buying: two industry insiders bought nearly 50% of stock on the open market immediately following recap as former bondholders dumped their shares.  Industry insiders: Geosam - successful activist/control investor in Canadian small caps.  Temple - fellow Canadian hotel REIT

- Serious takeover candidate, Temple most likely buyer given geographic fit in their portfolios.  Catalysts other than takeover - share buyback, dividend resumption (suspended dividends in 2009, could yield 5% at 43% payout ratio).



Second idea - Trans World Entertainment (TWMC)

- Retailer of music, video and related entertainment products.  At time of presentation, closed at $2.25, $74mm market cap, $34mm EV.  Profitable net-net: traded at just 53% of net-net working capital yet actually makes money.  1.7x EV/FCF.

- Average net cash in past 4 quarters equal to half the stock price, at most recent quarter-end cash actually exceeded stock price.

- CEO Higgins founded firm in 1972, owns 51%, has been big buyer of stock, tried to take it private in 2008 (couldn't after credit markets froze)

- Business in structural decline but Higgins has run it admirably - closed 60% of stores in past 5 years, returned company to profitability after string of losses.  Excellent fallback strategy: 80% of leases expire by 2013 and 97% by 2015;  if company fails to sustain profitability, can shut down nearly entire store base and monetize tremendous amount of working capital

- Hidden asset: owns Walgreens in South Beach, conservatively worth 61c per share (27% of stock price).  Significant NOLs: $175mm federal, $310mm state

- Main catalyst: company either becomes consistently profitable (which will be a major surprise to market) or continues aggressively closing down stores, freeing up a boatload of cash; either way shareholders win


Embedded below is Guy Gottfried's presentation from the Value Investing Congress:




His picks are up 30% and 47% respectively over the past 3 months.  To hear Gottfried's next investment ideas at the Value Investing Congress in New York City in October, you can take advantage of Market Folly's discount to the event by clicking here and using code: N12MF7.

What We're Reading ~ 8/23/12

New free weekly investment research [The Idea Farm]

Why doesn't Carl Icahn want CVR Energy anymore? [Dealbreaker]

Elliott Management: if you own US debt sell it now [ZeroHedge]

Pensions' fifty favorite hedge funds [aiCIO]

Influential adviser's "A-list" hedge funds [NYPost]

Matt Grossman's Plural Investments to liquidate [AR+Alpha]

Irving Kahn on how to play the market [BusinessWeek]

Lie detection for investment professionals [CFAInstitute]

The untold story of municipal bond defaults [NYFed]

Why AIG is still the market's scariest stock [Fortune]

The man who saved AIG [Barrons]

Tiger Asia to return client money [Bloomberg]

Vanguard's John Bogle is too worried to rest [NYTimes]

GameStop (GME) buyout? Not likely [ValuePlays]

Returns for brand-name venture capital funds [Fortune]

Naming Jon Corzine's hedge fund (see also how to name your hedge fund) [Fortune]

New Hedge Fund Wisdom Newsletter Now Available! Featuring Analysis Of AIG, VeriSign & Textron

The brand new Q2 2012 issue of our premium Hedge Fund Wisdom newsletter is now available!  Subscribers please head to www.hedgefundwisdom.com to login and download it.

The new 82-page Q2 issue features:

- Investment thesis summaries written by hedge fund analysts on: American International Group (AIG), VeriSign (VRSN), and Textron (TXT)

- Consensus buy & sell list of stocks hedge funds were active in

- Updated portfolios of 25 top hedge funds (see the full list of funds here)

- Expert commentary on each fund's moves


To Read The New Issue, Please Sign Up Below:


1-Year Subscription (4 issues ~ save 20% with this choice): $299.99 per year

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