FT : Signa hit with €3.5bn more claims from creditors than expected

Signa hit with €3.5bn more claims from creditors than expected
Administrator to René Benko’s property holding company tells creditors he has received €8.6bn of claims

Signa Holding, the central company of René Benko’s collapsing luxury property empire, is facing €3.5bn more in claims from creditors than previously disclosed, its administrator has said.

Christof Stapf, who took control of Signa Holding last week after a restructuring by management failed, told creditors that in total 302 parties had listed outstanding debts of more than €8.6bn.

The company’s management said in its insolvency filing on November 29 that they expected claims totalling about €5.1bn.

The claims lodged include €713mn from the UAE’s Mubadala and €279mn from Qatar’s AM1, and €1.6bn that other Signa group entities said was transferred to the central holding company in the run-up to its collapse.

Presenting his findings to creditors in Vienna on Monday lunchtime, Stapf said he intended to dispute almost all of the debts, according to a readout of the meeting seen by the Financial Times.

In particular, he said he would refuse to recognise the claims made by other Signa group entities.

Those include the two other holding companies Signa Development and Signa Prime. Management at the two companies are rushing to monetise assets to pay off their own lenders.

Stapf’s decision is likely to greatly complicate their efforts, but shows the extent to which Signa’s sprawling corporate network has begun to pit different shareholders and creditor groups against each other.

Signa Development transferred hundreds of millions in cash to other Signa entities in the past year, which the company’s management said at the time were “ordinary . . . business cash management operations”.

Creditors have been left dumbfounded at the absence of cash on its balance sheet despite large asset sales in the past year. The FT reported last week that the company also transferred more than €300mn to non-Signa group entities controlled by Benko’s family foundation.

“Co-ordination with the other insolvency administrators of the Signa group in the form of a cross-group steering committee was not possible due to the different interests, despite considerable efforts by the insolvency administrator of the holding company,” Stapf told creditors on Monday.

Signa’s total debt — spread across an unconsolidated network of more than 1,000 companies built up over the past decade by Benko — remains unknown, but Stapf’s disclosures will fuel concerns among creditors that it may be significantly larger than anticipated.

Analysts at JPMorgan estimated Signa entities owed a total of €13bn in November.

FT : Top Goldman Sachs executive Jim Esposito to depart

Top Goldman Sachs executive Jim Esposito to depart
Co-head of investment bank and trading business calls time on almost three-decade career at firm

Goldman Sachs’ Jim Esposito, one of chief executive David Solomon’s top lieutenants, is leaving the Wall Street firm in a surprise departure. 

Solomon told staff in a memo on Monday that 56-year-old Esposito, known to colleagues as “Espo”, was leaving the bank after almost three decades. He was most recently co-head of Goldman’s flagship investment banking and trading business. 

“On a personal note, I am grateful for Jim’s counsel, friendship and sense of humour during our many years of collaboration,” wrote Solomon in the memo seen by the Financial Times. 

Esposito was made one of three co-heads of Goldman’s investment banking and trading division, alongside Ashok Varadhan and Dan Dees, after the two businesses were merged in 2022. The unit, which will now be run by Varadhan and Dees, generated about two-thirds of Goldman’s revenues last year. 

Esposito’s is the latest high-profile departure in recent years, amid a series of reorganisations and strategic changes at the bank.

Esposito was viewed internally as one of a number of candidates who could be in the running to take over from Solomon, who has led the bank since late 2018, although bank president John Waldron is considered the leading contender. 

Solomon’s leadership style was the subject of internal criticism last year and there was speculation over how long he could keep his position at the bank. However the FT reported in August that he retained the backing of Goldman’s board of directors. He stands to earn a special stock award if he remains at the bank until 2026. 

Esposito joined Goldman in 1995 as a salesperson in its emerging markets debt business and was made a partner in 2006. He had previously been co-head of both Goldman’s investment banking and trading divisions when they were standalone businesses.

“Espo was an individual that led the firm through some difficult times. He was a positive influence, a mentor to many, a top notch professional and his leadership will be missed,” Ricardo Mora, former Goldman partner who retired from the firm last year, told the FT. 

Esposito has been one of Solomon’s most powerful deputies and played a major role in combining the investment banking and trading businesses.

But he was also one of a number of people inside Goldman who was sceptical about the firm’s retail banking ambitions, according to two people familiar with the matter. Solomon ultimately pared back the consumer banking business.

In the memo to employees, Solomon said that Esposito had “decided to retire from Goldman Sachs” but would become a senior director.

FT : New SEC rules on Spacs shut the barn door after horses have bolted

New SEC rules on Spacs shut the barn door after horses have bolted
It’s too late, Gary, now it’s too late

“And it’s too late, Baby, now it’s too late.” As Carole King sings in her iconic 1971 hit, sometimes you take too long to fix a situation and the damage is done. “Something inside has died, and I can’t hide and I just can’t fake it.”

Last week the US Securities and Exchange Commission issued final rules for special purpose acquisition companies (Spacs). A Spac is a blank-cheque vehicle that offers private companies an alternative route to a stock exchange listing. Once the Spac raises money, its sponsors have usually two years to combine it with an operating company.

The new SEC rules are long and detailed, but the basic gist is to align the procedures for initial public offerings (IPOs) with mergers of companies with listed Spacs (aka “de-Spacs”). The key features are:

  • More detailed disclosure on Spac sponsors, including the conflicts of interest and the dilution.

  • Subjecting the operating company merging into the Spac to the same liability standards as a regular IPO issuer.

  • Axing the safe harbour for projections and forward-looking statements.

  • Providing “guidance” around circumstances where an investment bank working on the de-Spac might have underwriters’ liability.

  • Tightening various other loopholes to put de-Spacs on a similar footing to an IPO.

According to SEC Chair Gary Gensler, the rules “will strengthen protections for investors in [Spacs].” 

To be sure, the rules could have strengthened investor protections if they had been issued in a timely manner. But now? Three years after Peak Spac Frenzy? When the Spac market is catatonically kaput?

With the new Spac rules, the SEC is closing the barn door long after the horses have bolted. And those fleeing horses weren’t always thoroughbreds and stallions. A fair number of donkeys romped on to the Elysian Fields of the equity capital markets, too, leaving a pile of stinky manure in investor portfolios.

It’s easy to forget the scale and intensity of Spac-mania. The number of Spac IPOs rose more than tenfold from 59 in 2019 to 613 in 2021, with proceeds soaring from $12 billion to $162 billion, as markets got high on a Covid-era cocktail of central bank stimulants and fiscal amphetamines. Everyone was getting into the act of sponsoring Spacs: private equity firms, venture capitalists, entrepreneurs, dealmakers, gurus, sports stars, influencers, celebrities. Spacs accounted for 63 per cent of all IPOs in the US in 2021.

Inevitably, there was some sloppiness and even more sharp practice. Given their 20 per cent “promote”, Spac sponsors could make a lot of money from merging with an even a poorly-performing target company, and so they had a strong incentive to puff up the prospects of their proposed business combinations. And the rules for going public via a de-Spac have until now meant you could get away with “outlandish” projections in a way you couldn’t when listing via the normal IPO route.

The Spac craze crescendoed in early 2021, and it has been carnage ever since. Share prices of de-Spac’d companies have collapsed amid missed forecasts, nosebleed valuations, overhyped expectations, wayward execution, and even bankruptcies. Some early Spac promoters walked away with windfall profits, but chastened investors have responded in kind: over the past two years the vast majority — often 90 per cent or more — of Spac shares were redeemed for cash in lieu of being tendered in the de-Spac proposal. This has either made it impossible to take the target operating company public via the Spac or forced the target to reverse into an empty listed shell with almost no cash, assets or free float. 

And what about investment banks? They were feasting on chunky fees from these deals. But in early 2022 the bulge-bracket firms were spooked by the hint of liability — and the reputational risk — from associating with de-Spac’d companies whose shares were cratering dramatically. As a result, they pulled back from advising and underwriting these transactions, and by mid-2022 the Spac market had ground to a halt.

And yet only now has the SEC issued 581 pages of rules to regulate Spacs. It’s too late, baby.

SEC Chair Gensler is correct that there’s no good reason to hold de-Spacs to a lower disclosure standard than IPOs, since they both involve listing new companies on the stock exchange. However, after incurring huge losses, the market had already — if belatedly — taken action to address the disparity in treatment by shutting down de-Spacs as a viable channel for going public. 

The SEC has its reasons for taking so long. It’s complicated to issue regulations already on top of a complex code, and the agency is required to jump through a lot of procedural hoops, such as giving notice and considering public comments. And the SEC has been busy working out its framework for crypto and ESG, among other pursuits.

But the agency’s tardiness shows that regulation often addresses the problems of the past well after the fact. It can take a long time — and a lot of damage — before watchdogs rouse themselves to close gaps, loopholes and inconsistencies in their rules. Until then, highly interested parties have the time and space to (legally) exploit these lacunae, potentially at the expense of the parties who are supposed to be protected. It’s often up to the market to resolve these issues well before the regulators can get around to it.

If and when Spacs return, the market will likely demand structural enhancements, including more money in escrow and more stringent share price performance benchmarks before sponsors can get paid their promote. Those tougher terms will put off the flakier folks from promoting a Spac. In short, the self-healing medicine of the market will go down quicker than 581 pages of rulemaking.

Hedge Week : Hintze’s Deltroit to start trading with $2bn

Hintze’s Deltroit to start trading with $2bn

CQS founder Michael Hintze is expected to relaunch his flagship hedge fund at new firm Deltroit Asset Management in March having agreed the sale of the $13.5bn CQS credit platform and the CQS brand to Manulife Investment Management in November last year, according to a report by Bloomberg.

The report cites people with knowledge of the matter as confirming that the new fund will have about $2bn in assets when it begins trading. Its predecessor, Hintze’s CQS Directional Opportunities fund – which was excluded from the Manulife sale – had around $1.2bn in assets, according to a December investor letter seen by Bloomberg, with the additional funds reportedly coming from “related investment mandates”.

According to one of Bloomberg’s sources, Hintze plans to use portfolio management technology and data platform Coremont, a spinout from Brevan Howard Asset Management, to help run the fund, which lost almost 35% (about $1bn) in 2020, but has still managed to make money every year since, including a 6.7% gain in 2023.

The name of Hintze’s new firm comes from a property he owns in his native Australia, Deltroit Station, a 2,500-hectare (6,178-acre) farmland estate that has previously played host to British royalty.

>>> US Research Calls

Research Calls
  • Upgrades:
    • Alvotech (ALVO) upgraded to Overweight from Equal Weight at Barclays; tgt raised to $17
    • American Airlines (AAL) upgraded to Buy from Neutral at Citigroup; tgt raised to $20
    • Beam Therapeutics (BEAM) upgraded to Overweight from Neutral at JP Morgan; tgt raised to $40
    • Builders FirstSource (BLDR) upgraded to Buy from Neutral at BofA Securities; tgt raised to $200
    • C4 Therapeutics (CCCC) upgraded to Neutral from Underweight at JP Morgan; tgt $6
    • Capital One (COF) upgraded to Peer Perform from Underperform at Wolfe Research
    • Colgate-Palmolive (CL) upgraded to Outperform from Mkt Perform at Raymond James
    • Dollar Tree (DLTR) upgraded to Overweight from Neutral at JP Morgan; tgt raised to $157
    • Evolus (EOLS) upgraded to Overweight from Equal Weight at Barclays; tgt raised to $16
    • Flywire (FLYW) upgraded to Overweight from Equal-Weight at Morgan Stanley; tgt $27
    • Hershey Foods (HSY) upgraded to Outperform from Mkt Perform at Bernstein; tgt $235
    • Horace Mann (HMN) upgraded to Outperform from Mkt Perform at Keefe Bruyette; tgt raised to $40
    • Jack In The Box (JACK) upgraded to Buy from Neutral at Northcoast; tgt $95
    • Rapid7 (RPD) upgraded to Buy from Neutral at UBS; tgt raised to $70
    • ZIM Integrated Shipping (ZIM) upgraded to Buy from Hold at Jefferies; tgt raised to $20
    • ZoomInfo (ZI) upgraded to Buy from Neutral at BofA Securities; tgt raised to $25
  • Downgrades:
    • Albemarle (ALB) downgraded to Market Perform from Outperform at TD Cowen; tgt lowered to $130
    • Baker Hughes (BKR) downgraded to Peer Perform from Outperform at Wolfe Research
    • Bloom Energy (BE) downgraded to Underperform from Neutral at BofA Securities; tgt lowered to $10
    • Brown-Forman (BF.B) downgraded to Equal-Weight from Overweight at Morgan Stanley; tgt lowered to $58
    • KLA Corporation (KLAC) downgraded to Neutral from Positive at Susquehanna; tgt raised to $675
    • Meridian Bank (MRBK) downgraded to Neutral from Overweight at Piper Sandler; tgt lowered to $13
    • Norfolk Southern (NSC) downgraded to Market Perform from Outperform at TD Cowen; tgt raised to $236
    • Norfolk Southern (NSC) downgraded to Hold from Buy at Stifel; tgt lowered to $233
    • Norfolk Southern (NSC) downgraded to Underweight from Equal-Weight at Morgan Stanley; tgt lowered to $175
    • Piedmont Lithium (PLL) downgraded to Market Perform from Outperform at TD Cowen; tgt lowered to $20
    • Revance Therapeutics (RVNC) downgraded to Neutral from Buy at Mizuho; tgt lowered to $9
    • Suburban Propane (SPH) downgraded to Underperform from Neutral at Mizuho; tgt raised to $17
    • Vir Biotechnology (VIR) downgraded to Neutral from Overweight at JP Morgan; tgt lowered to $9
    • Warner Bros. Discovery (WBD) downgraded to Equal Weight from Overweight at Wells Fargo; tgt lowered to $12
  • Others:
    • AAR Corp (AIR) initiated with an Outperform at William Blair
    • ArcBest (ARCB) initiated with a Buy at Deutsche Bank; tgt $148
    • Evercore (EVR) resumed with a Mkt Perform at Keefe Bruyette
    • Houlihan Lokey (HLI) resumed with a Mkt Perform at Keefe Bruyette
    • Immunome (IMNM) initiated with an Outperform at Leerink Partners; tgt $30
    • Lazard (LAZ) resumed with an Outperform at Keefe Bruyette; tgt $51
    • Moelis (MC) resumed with a Mkt Perform at Keefe Bruyette; tgt $56
    • NuScale Power (SMR) initiated with a Buy at Canaccord Genuity; tgt $4.25
    • Perella Weinberg Partners (PWP) resumed with an Outperform at Keefe Bruyette; tgt $16
    • Pinstripes (PNST) initiated with a Buy at BTIG Research; tgt $6
    • PJT Partners (PJT) resumed with a Mkt Perform at Keefe Bruyette; tgt $101
    • South State (SSB) resumed with a Buy at DA Davidson; tgt raised to $102
    • TFI International (TFII) initiated with a Buy at Deutsche Bank; tgt $175
    • TKO Group Holdings (TKO) initiated with a Neutral at MoffettNathanson; tgt $95

>>> US Gapping down

Gapping down
In reaction to earnings/guidance
:
  • PHG -7.3%, ARLP -0.7%
Other news:
  • CDNA -10.2% (issues statement in patent infringement case)
  • VERA -6% (to commence $200 mln public offering of shares of its Class A common stock)
  • TSE -4.6% (increases prices by +10% for acrylic sheet sold under ALTUGLAS and OROGLAS brands for deliveries after February 1)
  • PRGS -2% (discloses it received subpoena - 10K filing)
  • SNX -1.9% (announces launch of secondary public offering of common stock and concurrent share repurchase)
  • ORIC -1.8% (files for 12.5 mln share common stock offering by selling shareholders)
Analyst comments:
  • BE -5.9% (downgraded to Underperform from Neutral at BofA Securities)
  • NSC -1.4% (downgraded to Underweight from Equal-Weight at Morgan Stanley)
  • ALB -0.8% (downgraded to Market Perform from Outperform at TD Cowen)

>>> US Gapping up

Gapping up
In reaction to earnings/guidance
:
  • SOFI +10.6%, ADM +2.4% (guidance update), TAL +0.8%
Other news:
  • MGRC +9.3% (McGrath RentCorp to be acquired by WillScot Mobile Mini (WSC) for $3.8 bln)
  • BOOM +5.2% (announces strategic alternatives process for DynaEnergetics and NobelClad businesses)
  • ALVO +3.8% (reports Top-Line Results from a Pharmacokinetic Study for AVT03)
  • GFI +3.3% (discloses that it has received formal notice that clients of Van Eck have in aggregate acquired 5.004% stake)
  • REVG +3.2% (exit school and transit bus manufacturing and reorganize into two reporting segments; announces a special cash dividend)
  • AMD +1.7% (Elon Musk says he plans to purchase chips for AMD)
  • GTLS +1.4% (reiterates medium-term financial targets through 2026 including mid-teens organic revenue growth)
  • TSLA +1.1% (discloses that expects its expenditures to exceed $10.00 billion in 2024 and be between $8.00 to $10.00 billion in each of the following two fiscal years)
  • BA +0.9% (United (UAL) resumes use of its Boeing (BA) 737 MAX 9 jets)
Analyst comments:
  • BEAM +6.2% (upgraded to Overweight from Neutral at JP Morgan)
  • CCCC +2.7% (upgraded to Neutral from Underweight at JP Morgan)
  • BLDR +2.1% (upgraded to Buy from Neutral at BofA Securities)
  • DLTR +2% (upgraded to Overweight from Neutral at JP Morgan)
  • HSY +1.6% (upgraded to Outperform from Mkt Perform at Bernstein)
  • AAL +1.4% (upgraded to Buy from Neutral at Citigroup)

>>> iRobot and Amazon (AMZN) agree to terminate pending acquisition; IRBT to im

iRobot and Amazon (AMZN) agree to terminate pending acquisition; IRBT to implement an operational restructuring plan, resulting in reduction of approximately 350 employees, which represents 31 percent of the Company's workforce; Colin Angle has stepped down as Chairman of the Board and CEO, Glen Weinstein appointed interim CEO; sees FY23 revs above consensus (16.99)
  • Cos announced that they have entered into a mutual agreement to terminate their previously announced acquisition agreement, originally signed on August 4, 2022, under which Amazon would have acquired iRobot for cash consideration.
  • The companies have signed a termination agreement that resolves all outstanding matters from the transaction, including Amazon paying iRobot the previously agreed upon termination fee.
  • IRBT also announced that it will implement an operational restructuring plan designed to position the Company for stabilization in the current environment, while focusing on profitability and advancing key growth initiatives to extend its market share in the mid-tier and premium segments. This plan was approved following iRobot's and Amazon's mutual decision to terminate their previously announced merger agreement.
  • iRobot's immediate priority in undertaking the operational restructuring plan is to more closely align its cost structure with near-term revenue expectations and drive profitability, including through the following financial and strategic initiatives:
    • Achieving margin improvements and generating approximately $80-$100 million in savings on equivalent volumes through the execution of agreements with joint design and contract manufacturing partners on more attractive terms that provide significant reductions in cost of goods sold;
    • Reducing R&D expense by approximately $20 million year-over-year through increased offshoring of non-core engineering functions to lower-cost regions;
    • Centralizing global marketing activities and consolidating agency expenditures to reduce sales and marketing expenses by approximately $30 million year-over-year while seeking efficiencies in demand generation activities to drive sales more cost effectively;
      Rightsizing the Company's global real estate footprint through additional subleasing at its corporate headquarters and the elimination of offices and facilities in smaller, underperforming geographies; and
      Focusing iRobot's product roadmap on core value drivers and pausing all work related to non-floorcare innovations, including air purification, robotic lawn mowing and education.
  • These actions will also result in a reduction of approximately 350 employees, which represents 31 percent of the Company's workforce as of December 30, 2023, with the majority of notifications taking place by March 30, 2024. As part of this workforce reduction, iRobot expects to record restructuring charges totaling between $12 million and $13 million, primarily for severance and related costs, over the first two quarters of 2024, with the majority of the restructuring charges anticipated in the first quarter of 2024.
Concurrent with the implementation of its operational restructuring plan, the Company today also announced the following leadership changes:
  • Colin Angle has stepped down as Chairman of the Board and CEO. Mr. Angle will continue to serve on the iRobot Board of Directors until his current term expires in May 2024, and has agreed to remain with the Company as a senior advisor for up to 12 months, to ensure a smooth transition.
  • Glen Weinstein, iRobot's Executive Vice President and Chief Legal Officer, has been appointed Interim CEO, and the Board has initiated a search process for a permanent CEO supported by a leading executive search firm. Mr. Weinstein originally joined iRobot in 2000 as General Counsel and was promoted to General Counsel and Senior Vice President in 2005, prior to being appointed Executive Vice President and Chief Legal Officer in 2012.
  • The Board has appointed Andrew Miller, lead independent director of the Board, as Chairman of the Board.
Guidance Update:
  • Co issues upside guidance for FY23 (Dec), sees FY23 (Dec) revs of $891 mln vs. $842.33 mln two analyst estimate. Co sees a GAAP operating loss of between $265 and $285 million, and a non-GAAP operating loss of approximately $200 million. The Company ended fiscal year 2023 with $185 million in cash and cash equivalents, funded primarily from its previously announced three-year $200 million credit agreement with The Carlyle Group, which matures on July 24, 2026.
  • Under the terms of the merger agreement, Amazon will pay iRobot a $94 million termination fee. After payment of financial advisor fees of approximately 20% of the termination fee, the Company shall apply $35 million dollars of the termination fee immediately to repay the term loan, and the remainder of the termination fee will be set aside to be used for future repayments of the term loan subject to limited rights of the Company to utilize such amounts for the purchase of inventory.