(BFW) Coca-Cola LBO Approach May Be Worth $90/Shr, Nomura Says


Coca-Cola LBO Approach May Be Worth $90/Shr, Nomura Says
2014-10-29 11:43:01.372 GMT


By Heather Burke
Oct. 29 (Bloomberg) -- Coca-Cola’s initiatives announced
last wk are moving in right direction, needs to accelerate,
Nomura says in note; an LBO may have some attraction.
* Reiterates buy, raises PT to $54 vs $51.50 (~33% upside)
* LBO approach possible if co. doesn’t quickly implement plans
to improve margins
* An LBO could more “aggressively” address value creation,
and could value co. at $90/shr, more than rationalize paying
25% premium on current stock price
* Nomura’s analysis of finance structure for LBO finds
estimated FCF for equity investment in “New Coke” under an
LBO (which they estimate at $50b) would be more than FCF
currently earned by KO shareholders
* NOTE: Coca-Cola fell 6% on Oct. 21 as co. said sees yr EPS
below L-T target; cost-cutting plan fails to placate
investors
* NOTE: Oct. 2, Warren Buffett (largest holder with 9.1%
stake) said Coke’s new plan make a lot of sense, still feels
good about KO investment

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To contact the reporter on this story:
Heather Burke in London at +44-20-7673-2044 or
hburke2@bloomberg.net
To contact the editor responsible for this story:
James Ludden at +44-20-7673-2645 or
jludden@bloomberg.net

>>> Waste Mgmt beats by $0.04, misses on revs; guides FY14 EPS above consensus

Waste Mgmt beats by $0.04, misses on revs; guides FY14 EPS above consensus

Reports Q3 (Sep) earnings of $0.72 per share, excluding non-recurring items, $0.04 better than the Capital IQ Consensus Estimate of $0.68; revenues fell 0.5% year/year to $3.6 bln vs the $3.66 bln consensus.
  • "Once again, our strong yield and cost controls delivered growth in our traditional solid waste business as income from operations grew $13 mln and income from operations margin rose by 60bps compared to the third quarter of 2013 results..."
Co issues upside guidance for FY14, sees EPS of $2.41 from prior guidance of $2.35, excluding non-recurring items, vs. $2.36 Capital IQ Consensus Estimate.
  • "We are confident that we can meet the analysts' fourth quarter consensus of $0.60 of adjusted earnings per diluted share. That would lead to full year adjusted earnings per diluted share of $2.41, $0.06 above the high end of our previous range. Cash flow has also been strong through the first three quarters, and we expect that we will also exceed the $1.5 billion high end of our free cash flow guidance."

>>> Hess beats by $0.18, beats on revs --> +2.77% pre open (very low volume)

Hess beats by $0.18, beats on revs

Reports Q3 (Sep) earnings of $1.24 per share, $0.18 better than the Capital IQ Consensus Estimate of $1.06; revenues rose 3.2% year/year to $2.8 bln vs the $2.6 bln consensus.
  • Oil and gas production was 318,000 barrels of oil equivalent per day (boepd) in the third quarter of 2014, compared with 310,000 boepd in the year-ago quarter. Pro forma production was 314,000 boepd in the third quarter of 2014, up 17 percent from 269,000 boepd in 2013
  • Lower realized crude oil selling prices and higher depreciation expense in the third quarter of 2014 were the primary drivers for the decrease in adjusted net income. However, adjusted net income per share in the third quarter of 2014 increased over the third quarter of last year due to an 11 percent decrease in the weighted average number of diluted shares outstanding primarily as a result of the Corporation's stock repurchase program.

>>> US Early premarket gappers

Early premarket gappers

Gapping up: ZLTQ +10.9%, ICAD +9.9%, X +8%, EXTR +7.6%, ARNA +5.7%, RFMD +5.2%, TQNT +4.7%, AKS +4.4%, EGL +4.2%, EGL +4.2%, IPHI +3.7%, MRCY +3.6%, AMC +3.5%, SWI +3.5%, DLR +3.3%, SPF +3%, ULTI +3%, JKS +2.9%, IDT +2.6%, XCO +2.5%, GPRE +2.5%, SANM +1.9%, CYBR +1.8%, PLUG +1.8%, LECO +1.7%, WES +1.7%, CNHI +1.5%, SKYW+1.5%, CAP +1.3%, EXP +1.2%, AFL +1.2%, AMZN +1%, HSY +1%, WYNN +0.9%

Gapping down: INVN -24.6%, IBIO -16.4%, KEYW -14.4%, MTSC -14.4%, XOOM -12.6%, HIVE -11.5%, STM -10.5%, AMCC -9.2%, SM -8%, FB -7.8%, SNY -4.9%, TRUE -4.4%, NVMI -4.1%, PNRA -2.6%, GILD -2.3%, SGYP -1.9%, VNDA -1.8%, VRTX -1.8%, AZPN -1.8%, OI -1.8%, HTS -1.6%, PRU -1.5%, WDC -1.3%, TRN -1.2%, GAIN -1.2%, EA -1.1%, ARCP -1.1%, FISV -1%,WEC -1%, TEL -0.9%, APA -0.8%, TWTR -0.7%

>>> Praxair reports EPS in-line, revs in-line; guides Q4 EPS below consensus

Praxair reports EPS in-line, revs in-line; guides Q4 EPS below consensus

Reports Q3 (Sep) earnings of $1.62 per share, in-line with the Capital IQ Consensus Estimate of $1.62; revenues rose 4.3% year/year to $3.14 bln vs the $3.16 bln consensus.
  • Organic sales grew 5% from higher volumes, including new project start-ups, in North America, South America and Asia, and higher price across all operating segments. By end-market, sales growth was strongest for manufacturing, food and beverage, healthcare and metals customers.
Co issues downside guidance for Q4, sees EPS of $1.53-1.60 vs. $1.65 Capital IQ Consensus Estimate.
  • "Volume growth was mixed. In North America, our U.S. and Canadian businesses grew quite well, while sales to energy-related customers in Mexico remained weak. European volumes grew modestly across most countries. Asia experienced slowing volume growth in China, while India volumes were strong. Praxair Brazil delivered growth in a negative industrial production environment driven by new applications and growth in healthcare and food and beverage end-markets.

I

NYT - The Deal Professor : The Consequences of Saying No to a Hostile Takeover B

The Consequences of Saying No to a Hostile Takeover Bid (see IIS Note attached)

Does saying “no” pay off in the long run when it comes to hostile bids?

A hostile takeover often goes, well, rather hostile. A company is usually put on the spot for resisting what is usually an unwanted, yet temptingly high, buyout offer.

The shareholders of the Botox maker Allergan may be wondering whether management’s vigorous opposition to a long-running hostile offer from Valeant Pharmaceuticals, which has teamed up with the hedge fund Pershing Square Capital Management, is worth it. A new report from the proxy advisory firm Institutional Shareholder Services tries to answer that question.

Allergan’s resistance has been stiff. Allergan has tried to prevent its suitors from nominating directors to replace the Allergan board, and sued the two bidders in federal court in California.

Allergan’s justification for resistance is that the Valeant and Pershing Square offer “grossly undervalues” it and seeks to buy the company on the cheap. If Allergan’s investors stick with management in saying no, the company says, shareholders will reap much more financial gains in the long term. On Monday, Allergan’s management got some support after it reported third-quarter earnings that beat expectations.

Over the coming weeks, Allergan shareholders will probably get a formal say in this contest, if a friendly deal is not reached before a special meeting scheduled for Dec. 18. The question is whether saying no will pay off over the long term.

In a report issued last week, I.S.S., which advises large shareholders like mutual funds and pension funds on how to cast their shareholder votes, tried to give an answer. I.S.S. examined all hostile takeovers in the last five years in which shareholders actually got to vote on some or all of the target’s directors.

I.S.S. found only seven hostile bids that went to a vote by shareholders through a proxy contest. That’s not a lot. Even in this small sample, however, was one good sign for Allergan: Only one of the companies was acquired by its hostile bidder.

That was Terra Industries, in which shareholders granted three board seats to CF Industries, a fertilizer company that spent months in pursuit of a deal. That only came after a long dance in which Terra agreed to be acquired by a Norwegian company, Yara International, leading CF to submit a higher bid that won approval. (The M.&A. game never ends; CF Industries was recently in merger talks with Yara, but those talks seem to have ended.)

In the other six cases, the companies stayed independent. I.S.S. then examined the returns of those six. Though a small sample, anecdotally at least, it could show whether the companies were able to deliver on their promise to give more value to shareholders than the hostile offer could.

I.S.S. found that on an absolute return basis, the six companies returned, on average, 50.4 percent from the time of the vote rejecting each company’s hostile bid through Oct. 20.

But when compared to what shareholders could have earned had they taken their money and invested it elsewhere, the “no” companies performed poorly. These companies lagged the Standard & Poor’s 500-stock index by 25 percentage points and their peers by an even greater 78.4 percentage points from the time of the vote through Oct. 20.

Two companies did do well. The “home run” of the group was Illumina, which rejected Roche’s $6.7 billion offer in 2012 and went on to beat its peers by 247 percentage points in the study’s time frame.

Another winner was Airgas, which resisted a $5.8 billion advance from Air Products & Chemicals. Airgas lagged the S.&P. 500 by 5.2 percentage points, but beat its peers by 20.8 percentage points and Air Products by even more. This was a mea culpa moment for I.S.S., because it had endorsed Air Products’ hostile offer. But this report acknowledged that the Air Products bid had “no meaningful premium for the change of control.”

I.S.S. attributed the success of these two companies to their dominance in their corners of their markets. In the case of Illumina, its DNA gene sequencing business was “closer to viability” than Roche acknowledged, and its proprietary products gave it a “scarce asset” to outperform the market. I.S.S. asserted that Airgas also held control of a “scarce asset” because it was one of the few players in the “U.S. packaged gas market.”

I.S.S. argued that the other companies that stayed independent relied on less successful “self-help” strategies. The independent strategy didn’t work for Pulse Electronics, Casey’s General Stores, NRG Energy or Onvia, all of which have lagged the market significantly. For those counting, that means that four out of the six companies should have accepted their takeover offers.

There are issues with I.S.S.’s report. It looked at only seven deals, which is hardly a good universe from which to judge. Yet, if you look back over time, you can find even greater disasters such as Time Inc.‘s rejection of Paramount’s bid at $200 a share bid in 1989. (It took Time almost a decade to make it back to that level in market value.)

The report also includes two smaller companies, Onvia and Pulse, which are more thinly traded and not as widely followed. The law firm Wachtell Lipton Rosen & Katz, which represents Allergan in its defense, attacked I.S.S.’s report for these deficits, saying they “completely undermine” the study’s “conclusions.”

But the law firm misses the point. Even if we took its criticism into account and eliminated the two contentious analyses, the fact is that saying “no” carries consequences.

For shareholders, trying to figure out when a board is right to say no is an inherently difficult task. The I.S.S. report says perhaps we are better off looking at the plan that a would-be buyer has when evaluating hostile deals.

Either way, outperforming the market is almost impossible in the long term. When a buyer is offering top dollar in a hostile offer, it is going to be exceedingly hard for a company’s management to contend that it could do better unless it has a unique product that no one else can replicate.

So what does this mean for Allergan? Allergan is offering a two-pronged defense. The first is to assert that Valeant lacks the business plan and the management to run Allergan effectively. The second is to argue that more money will be made if Allergan’s current plans are put in place, such as its plan of management “efficiencies,” which includes a 13 percent reduction in the work force. The company has also set a goal of reaching $12 billion in revenue by 2019, and it recently raised its earnings outlook. To reach that, Allergan would have to have five years of double-digit revenue growth, which would probably require it to make an acquisition itself.

It’s not surprising that Valeant challenges Allergan’s plans and has asserted that its offer is higher on a “stand-alone basis.”

In the weeks before the special shareholder meeting, Valeant may again raise its offer. A number of analysts put Allergan’s value above $200 a share, or higher than Valeant’s latest informal bid made on Monday.

This is where shareholders should look, rather than at the highly charged war of words and ensuing legal battles. The question for shareholders is: Who will create the most value, and how can it be created? The I.S.S. report is simply stating that if you are expecting value to be created in the future by existing management and choose that over an immediate cash offer by a hostile bidder, you may be sorely disappointed.

NYT - Mexico’s State-Owned Oil Giant, Pemex, Is in Uncharted Waters

LA MURALLA IV, Gulf of Mexico — The computer screens lining the bubblelike control room on this giant floating platform monitor pressure levels in a narrow shaft cut through bedrock to a reservoir of valuable natural gas three miles below sea level.

For six months, an international team hired by a contractor for Petróleos Mexicanos, Mexico’s state-owned oil monopoly, has been drilling an exploratory well here. Now, the work is nearly done. Drill pipes are stacked like sentries. An underwater robot has been pulled back up from the deep seafloor. A wireline sensor is gathering data to determine how much oil and gas lie below.

An operation like this would attract little attention in the northern part of the gulf, where dozens of deepwater platforms are part of the mosaic fueling America’s energy boom. On the Mexican side, though, the search is just beginning.
Pemex is counting on a future in deepwater production. But after eight years of exploratory drilling, it is still years away from producing the first barrel of oil in deep waters. Before it can, Pemex must shed its past as a lumbering state monopoly and remake itself as a streamlined company ready to compete or ally with the world’s biggest firms.

“The real large fields, the material opportunities for Pemex, lie in deep water,” Emilio Lozoya Austin, the chief executive of Pemex, said in an interview in Mexico City. “This is where our biggest learning curve lies.”

Mr. Lozoya’s ambitious plans are part of a sweeping overhaul of Mexico’s energy sector intended to increase flagging oil and gas production. By ending Pemex’s monopoly, the government hopes to attract serious outside investment for the first time since Mexico kicked out foreign oil companies in 1938.

Within a year, Mexico’s regulator, the National Hydrocarbons Commission, will hold the country’s first open auctions for oil and gas fields, including deepwater regions in the Gulf of Mexico. And Pemex will have to compete in the bidding just like any other company, either alone or with partners.

“Pemex will not have any special privileges at all,” said Juan Carlos Zepeda, the president of the hydrocarbons commission. “We have two main mandates. One is transparency and the other is competition.”

The change will not be easy for Pemex, long run as an arm of the government. For decades, the company’s task has been to pump oil and provide cash for the Mexican government, a job made possible by generous discoveries in the shallow waters of the southern gulf in the 1970s. The result was that Pemex racked up losses and never invested for the future — when the easy oil would run out. Closed off from the global industry, it fell further and further behind the energy giants.

Now, Pemex is venturing into uncharted territory, as its traditional fields decline. Since the peak in 2004, Mexican crude oil production has fallen by about a million barrels a day to an expected 2.35 million barrels a day this year.

“The tendency was for the government to look for the quick win and not have a very diversified portfolio of investment that would give you the short-term barrels, the medium-term barrels and the long-term barrels,” Mr. Lozoya said. “Obviously, the short-term barrels have been declining very quickly.”

Continue reading the main storyContinue reading the main storyContinue reading the main story
As Mexico’s energy overhaul kicks into high gear, Pemex has neither the financial capital nor the expertise to produce oil and gas from its complex deepwater reserves. That includes the deepwater oil that the company has discovered in the Perdido Fold Belt, a deposit that extends across American and Mexican waters, or these natural gas fields further south, where the Mexican contractor Grupo R has been drilling exploratory wells with Pemex.

Similarly, Mexico has watched the shale gas boom in Texas from the sidelines. Its own deposits from the same Eagle Ford geological formation, called Agua Nueva in Spanish, are dormant because the small exploration companies working just miles across the border were excluded from Mexico by Pemex’s monopoly.

Mr. Lozoya’s priority for deep water next year is to attract partners to begin production at two fields, Trion and Maximino. He acknowledged that the companies that had developed deepwater fields on the American side of the gulf were “clear candidates.” Among those are major corporations like Exxon Mobil, Chevron and Shell.

Mr. Lozoya is also seeking partners for other types of deposits, including mature fields or extra-heavy offshore crude. That would allow Pemex to increase production quickly as it focuses on its deepwater strategy.

Private investment in oil and gas production is forecast to rise steadily each year to reach about $27 billion by 2020. “The potential in Mexico is still huge,” said Luis Miguel Labardini, an oil consultant at Marcos y Asociados in Mexico City. “There are going to be findings where Pemex can’t do the work.”

The government has granted Pemex a comfortable cushion of reserves, enough to produce at its current level for two more decades. But it must get to work fast in deep water, because the laws return any new field to the state if commercial production does not begin within five years.

“Now you have a credible threat,” Mr. Zepeda said of the hydrocarbons commission. “Before the reform, if Pemex was not performing, I could not take the area and give it to someone else.”

Mr. Lozoya, 39, who has a background in corporate turnarounds and was appointed in December 2012, is in a hurry. “I think it’s something that can definitely be achieved in less than a decade,” he said of Pemex’s transformation.

But he faces serious challenges. Pemex has had chief executives from the private sector in the past who tried and failed to thin the thicket of interests that allows contractors, union leaders and managers to get rich off the enormous wealth the company generates.

Pemex’s reputation for corruption is one of investors’ main concerns, said Deborah Byers, a managing partner at EY consulting in Houston. “The No. 1 issue that everybody has said we need is complete transparency.”

Mexican prosecutors are investigating one of Pemex’s largest contractors, the politically connected marine services company Oceanografía, over accusations of a $400 million bank fraud scheme involving fake Pemex invoices. Pemex has not explained why it gave so many contracts to Oceanografía, a financially shaky company with no experience outside Mexico.

To tighten control over Pemex’s $40 billion contract operations, Mr. Lozoya has centralized them in one department. He predicts this move will save the company $1 billion this year.

And Pemex has trouble managing its sprawling industrial properties — from refineries to the franchises that operate its signature green and white gasoline stations — that bleed money and attention from the company’s exploration and production division. The company has lost $1.15 billion this year to criminals’ tapping into its pipelines, a longtime problem.

Mr. Lozoya argues that Pemex has taken the most important step in a turnaround. “We have stopped talking about barrels,” he said. “We only talk about U.S. dollars and pesos now. It’s not about volumes. It’s about value.”