FT : Owners consider taking Soho House private after short seller report

Owners consider taking Soho House private after short seller report
Shares in the members’ clubs group plunged after GlassHouse alleged it had ‘terrible accounting’

Members club group Soho House said that its biggest shareholders are considering taking the New York-listed company private, in response to a short seller report that described its 2021 public listing as being “eerily similar” to that of bankrupt co-working company WeWork.

Soho House said on Friday that a special committee of the board had begun to evaluate “certain strategic transactions, some of which may result in the company becoming a private company” in the autumn. The group added that there were “no assurances” that the review would result in a transaction.

The announcement that Soho House — whose controlling shareholder is American retail billionaire Ron Burkle’s Yucaipa investment vehicle — has been considering a return to a private company comes just days after New York-based short seller GlassHouse published research criticising the group.

Soho House’s share price fell by 19 per cent in intraday trading on Wednesday, but after the announcement on Friday morning, the stock bounced back to approaching $6, close to its price before the short report was published.

Soho House — which operates 41 members clubs worldwide with more than 250,000 members, and whose brands also include the Ned — went public in 2021, floating 18 per cent of its stock on the New York Stock Exchange to much fanfare. But the share price has struggled since, tumbling around 60 per cent from its listing price of $14.

In a Securities and Exchange Commission filing, Soho House said that it “fundamentally rejects” the short report, which accused the members’ club group, founded by British hospitality veteran Nick Jones in 1995, of being “a company with a broken business model and terrible accounting”.

The GlassHouse report “contains factual inaccuracies, analytical errors, and false and misleading statements, all designed to adversely impact the company’s stock price for the benefit of the short seller”, Soho House added.

In its report published on Wednesday, GlassHouse criticised Soho House for having a growth strategy reliant on expanding into less affluent cities, such as São Paulo, for failing to turn a profit in its 28-year history and for overcrowding at its venues that hurt customer satisfaction.

The short seller also took issue with Soho House’s “mountain” of debt maturities, with $607mn coming due in 2027 and the company’s “questionable accounting practices”, including a decision to pull forward millions of dollars of revenues by introducing a credits programme for new members.

GlassHouse, which describes itself on its website as “a team of forensic accountants”, began analysing Soho House’s accounts around six months ago, according to a person close to the firm.

Soho House also announced on Friday that it would commence a $50mn share buyback programme. The board — which is led by Burkle and also includes Jones and former majority owner Richard Caring — owned 74 per cent of the stock, the members club group noted. Board members “had been active purchasing shares” at an average price of around $6 a share, the company added.

In response to the announcement, GlassHouse said on X, formerly Twitter, that “Soho House rejects our report, says it has inaccuracies/errors, but does not list anything.”

>>> US Research Calls

Research Calls
  • Upgrades:
    • Aurora Cannabis (ACB) upgraded to Buy from Hold at Canaccord Genuity
    • Bunge (BG) upgraded to Buy from Hold at HSBC Securities; tgt lowered to $105
    • Equity Lifestyle Properties (ELS) upgraded to Outperform from Peer Perform at Wolfe Research; tgt $75
    • FEMSA (FMX) upgraded to Buy from Hold at HSBC Securities; tgt raised to $152
    • IGM Biosciences (IGMS) upgraded to Outperform from Sector Perform at RBC Capital Mkts; tgt raised to $21
    • Inotiv (NOTV) upgraded to Buy from Hold at Jefferies; tgt raised to $11.50
    • Liberty Global (LBTYA) upgraded to Buy from Neutral at Citigroup; tgt raised to $24, opens 90-day positive catalyst watch
    • United Airlines (UAL) upgraded to Outperform from In-line at Evercore ISI; tgt raised to $65
  • Downgrades:
    • Albemarle (ALB) downgraded to Neutral from Buy at Citigroup; tgt lowered to $120
    • Banco Bradesco (BBD) downgraded to Hold from Buy at Jefferies
    • CEMEX S.A. (CX) downgraded to Equal Weight from Overweight at Barclays; tgt $9
    • Enersys (ENS) downgraded to Perform from Outperform at Oppenheimer
    • Envista (NVST) downgraded to Hold from Buy at Jefferies; tgt lowered to $23
    • Everest Group (EG) downgraded to Equal Weight from Overweight at Wells Fargo; tgt lowered to $402
    • Expedia Group (EXPE) downgraded to Neutral from Buy at BofA Securities; tgt $156
    • lululemon athletica (LULU) downgraded to Underperform from Neutral at Exane BNP Paribas; tgt lowered to $415
    • PayPal (PYPL) downgraded to Hold from Buy at DZ Bank; tgt $60
    • Prudential (PRU) downgraded to Mkt Perform from Strong Buy at Raymond James
    • Spectrum Brands (SPB) downgraded to Hold from Buy at Canaccord Genuity; tgt raised to $86
    • Zurn Elkay Water Solutions (ZWS) downgraded to Neutral from Buy at Mizuho; tgt $34
  • Others:
    • Allurion Technologies (ALUR) initiated with a Buy at Jefferies; tgt $5
    • Cleveland-Cliffs (CLF) resumed with an Overweight at JP Morgan; tgt $24
    • Laboratory Corp (LH) initiated with an In-line at Evercore ISI; tgt $240
    • Ocular Therapeutix (OCUL) initiated with a Buy at BofA Securities; tgt $15
    • Pyxis Oncology (PYXS) initiated with a Buy at BTIG Research; tgt $8
    • Tidewater (TDW) initiated with a Buy at Johnson Rice; tgt $88
    • U.S. Steel (X) resumed with a Neutral at JP Morgan; tgt lowered to $47
    • Citigroup opens 30-day positive catalyst watch on Zimmer Biomet (ZBH

>>> US Gapping up

Gapping up
In reaction to earnings/guidance
:
  • NET +26.7%, CLSK +21.7%, LEU +11.6%, EMBC +6.9%, PRLB +6.6%, MWA +5.1%, PI +4.4%, BYD +4%, BIOX +3.4%, OWL +3.4%, COOP +2.9%, AMCX +2.7%, RAMP +2.5%, FTS +2.5%, WPC +1.9%, ENB +1.3%, ESNT +1.1%, PAA +1%
Other news:
  • DOOR +34.3% (Owens Corning announces $3.9 bln acquisition of Masonite (DOOR) to strengthen position in building and construction materials)
  • HIVE +9.9% (provides January 2024 production update increasing Bitcoin HODL by 14%)
  • NVX +8.2% (signs off-take agreement with Panasonic Energy for synthetic graphite anode material)
  • ADAG +4.3% (announces progress and expansion of clinical collaboration program for masked anti-CTLA-4 SAFEbody ADG126)
  • FBP +2.4% (increases dividend)
  • ATHA +1.3% (announces publication of research highlighting effects of ATH-1105)
  • TAK +0.9% (Intends to Rapidly Initiate the First Global Phase 3 Trials of TAK-861)
Analyst comments:
  • NOTV +12.3% (upgraded to Buy from Hold at Jefferies)
  • IGMS +7.7% (upgraded to Outperform from Sector Perform at RBC Capital Mkts)
  • UAL +2.5% (upgraded to Outperform from In-line at Evercore ISI)

>>> US Gapping down

Gapping down
In reaction to earnings/guidance
:
  • PLCE -49.6% (lowers guidance), EXPE -14.9% (also names new CEO), TIXT -9.1%, PINS -8.5% (also announces third-party ad integration with Google), TTWO -8%, PRO -7.8%, AFRM -7.4%, PCTY -7.3%, NGL -6.4%, FLO -5%, LGF.A -5%, LGF.A -5%, MSI -3.8% (also increases share repurchase auth by $2 bln), TEX -3.7%, ATR -3.5%, STEP -3.5%, RICK -2.9%, ESE -2.7%, DOCS -2.6%, BILL -2.5%, ILMN -2.4%, NWL -2.4%, CPRI -1.9%, TFII -1.8%, MGA -1.6%, FE -1.5%, PEP -1.3%, DXCM -1.2%, SXT -1.1%
Other news:
  • BTAI -40.7% (commences $60 mln stock offeirng)
  • ABNB -3.4% (in sympathy with EXPE earnings)
  • PETS -3.2% (reports prelim Q3 results; to restate certain financial statements will delay 10-Q filing)
  • BKNG -3.1% (in sympathy with EXPE earnings)
  • CHCT -1% (raises annual dividend by $0.01 to $1.83 per share)
Analyst comments:
  • LULU -1.4% (downgraded to Underperform from Neutral at Exane BNP Paribas)
  • SPB -1.3% (downgraded to Hold from Buy at Canaccord Genuity)
  • ZWS -1.1% (downgraded to Neutral from Buy at Mizuho)

FT : Coveted handbags carry Hermès to strong growth to defy luxury slump

Coveted handbags carry Hermès to strong growth to defy luxury slump
Robust results push shares of the Paris-based maker of Birkin bags to an all-time high

Top-end French luxury company Hermès showed resilience amid a slowdown in the luxury sector, carried by high demand for its coveted handbags and strong growth in ready-to-wear fashion.

Hermès said on Friday that sales in the fourth quarter of 2023 grew 13 per cent to €3.36bn — ahead of forecasts from UBS — on top of already rapid growth in its biggest markets in North America and Asia during the same period. 

“In 2023, Hermès has once again cultivated its singularity and achieved an outstanding performance in all métiers and across all regions against a high base,” said executive chair Axel Dumas. 

Shares of the maker of Birkin bags — whose price tags start at about $10,000 and cannot simply be bought by walking into a shop — rose 4.3 per cent to an all-time high on Friday to €2,165.50 per share, giving Hermès a market capitalisation of €228.40bn. Most luxury groups’ shares have pared back from record highs since last spring as investors queried the sector’s future growth prospects after a multiyear boom, but Hermès has defied the trend and reached new peaks.

Sales for the year reached €13.43bn in 2023, up 16 per cent at current exchange rates compared with 2022, while net profit hit €4.31bn, up 28 per cent. The pace of growth for the year was slower than the 23 per cent increase in revenues achieved in 2022 as the luxury sector slowed from a multiyear pandemic era boom. 

The group had strong growth across all geographic regions, defying concerns about economic pressures on US and Chinese buyers. “We are very confident about the Chinese market . . . and see no interruptions in US trends,” Dumas said.

Hermès plans to increase leather goods production, its biggest source of revenue, by between 6 and 7 per cent this year. The company’s limited production capacities mean that demand for its bags outstrips supply — reinforcing their exclusivity but frustrating clients at times.

Dumas also said the company planned to increase prices by as much as 9 per cent in 2024, up from 7 per cent in 2023, reflecting higher production costs and currency fluctuations.

Hermès has established itself as one of the most reliable performers in the luxury industry, with its super high-end positioning and carefully managed production helping it to outperform even in tougher markets.

The company’s 2023 results reinforce the trend that groups with more upscale positioning in the sector — including Brunello Cucinelli and LVMH as well as Hermès — are achieving a soft landing with resilient growth, compared with groups that have a more aspirational clientele, such as Burberry and Kering, which have struggled. 

“Hermès powers on and beats both quarterly and full-year consensus,” said Luca Solca, analyst at Bernstein.

“Importantly leather goods is ahead and double digits in the quarter, defying the usual end of year lull . . . Hermès is yet another company to confirm reviving momentum of the American consumers, on the back of resurgent confidence and lower inflation,” he added.

>>> Masonite International: Owens Corning (OC) will acquire all outstanding shar

Masonite International: Owens Corning (OC) will acquire all outstanding shares of DOOR for $133.00/share in cash (96.61)
  • Cos have entered into a definitive agreement under which Owens Corning will acquire all outstanding shares of Masonite for $133.00 per share in cash, representing an approximate 38% premium to Masonite's closing share price on February 8, 2024 and an approximate 46% premium to Masonite's 20-day volume-weighted average price. The implied transaction value is approximately $3.9 billion, implying a purchase multiple of approximately 8.6x 2023E adjusted EBITDA2 or 6.8x when including synergies of $125 million.
  • Expands Owens Corning's leadership position in branded residential products with a leading manufacturer of innovative interior and exterior doors and door systems.
  • Creates a scalable new growth platform within a $27 bln addressable market leveraging combined commercial, operational, and innovation capabilities.
  • Enhances Owens Corning's attractive financial profile by growing revenue and earnings to approximately $12.6 bln, with adjusted EBITDA of $2.9 bln on a pro forma basis including cost synergies of approximately $125 mln generated through scale and operational savings.
  • Reinforces disciplined capital allocation strategy with net debt-to-EBITDA resulting from the transaction in the 2-3x target range and additional deleverage to 2.0x by year-end 2024; low double-digit percentage accretive to free cash flow by end of 2025.
  • Owens Corning also announces strategic review of its glass reinforcements business within the company's Composites segment.
  • Owens Corning will host investor and analyst call today at 8:30 a.m. ET.

>>> US Early premarket gappers

Early premarket gappers
  • Gapping up:
    • NET +25.3%, CLSK +17.8%, LEU +15.8%, NVX +7.5%, HIVE +6.4%, MWA +5.1%, PI +4.6%, ADAG +4.3%, BIOX +3.4%, SPIR +3.1%, FBP +2.4%, BYD +2.3%, SYNA +2.2%, POWI +2.1%, ATHA +1.3%, MHK +1.3%, TAK +0.9%, FTS +0.9%, PBR +0.8%
  • Gapping down:
    • BTAI -39.5%, EXPE -15.3%, AFRM -9.9%, PCTY -8.7%, TTWO -8.1%, PINS -8.1%, PRO -7.8%, NGL -6.4%, FLO -5%, ABNB -3.8%, TEX -3.7%, BKNG -3.6%, BILL -3.6%, ATR -3.5%, MSI -3.3%, DXCM -3.2%, RICK -2.9%, ESE -2.7%, ILMN -2.3%, VRSN -1.9%, LEG -1.8%, TFII -1.8%, CPRI -1.7%, PEP -1.6%, FE -1.5%, BCS -1.4%, DOCS -1.3%, MGA -1.2%, SXT -1.1%, AIRC -1.1%, PETS -1%, CHCT -1%