>>> Stryker to acquire Entellus Medical for approximately USD 662m

Stryker to acquire Entellus Medical for approximately USD 662m
07 D
Stryker [NYSE:SYK], the medical technology company based in Kalamazoo, Michigan, has agreed to acquire Plymouth, Minnesota-based Entellus Medical [NASDAQ:ENTL].
Deal Snapshot
  • Terms: USD 24.00 per share all cash transaction, or equity value of approximately USD 662m
  • Strategic Rationale: Entellus has a comprehensive portfolio of products in the ENT segment
  • Target (Entellus)
    • Business Description: Entellus products are used for the treatment of adult and pediatric patients with chronic and recurrent sinusitis, patients with nasal airway obstruction, as well as adult patients with persistent Eustachian tube dysfunction
    • Ownership: Public [Nasdaq:ENTL]
    • Financials/Size Description: USD 414.1m market cap
Buyer (Stryker)
  • Ownership: Public [NYSE:SYK]
  • Business Description: Medical technology company offering products and services in orthopaedics, medical and surgical, and neurotechnology and spine
  • Size: USD 56.79bn market cap
  • Acquisition History: Has made at least two other acquisitions this year, including Vexim in October
Advisors
  • Sellside: Piper Jaffray & Co. (financial); Latham & Watkins LLP and Fox Rothschild LLP (legal)
  • Buyside: n/a
Press release:
Entellus Medical, Inc. (NASDAQ:ENTL) announced today a definitive merger agreement by which Stryker Corporation (NYSE:SYK) will acquire Entellus in an all cash transaction for $24.00 per share, or an equity value of approximately $662 million. The Entellus Board of Directors unanimously approved entering into the agreement.
“Entellus is a leader in the ENT segment and offers a comprehensive portfolio of products that enable physicians to conveniently and comfortably perform a broad range of ENT procedures,” stated Timothy J. Scannell, Group President, MedSurg and Neurotechnology at Stryker.
“The combination of Stryker’s established commitment to making healthcare better and Entellus’ innovative products within the ENT segment will continue to provide our customers the tools they need for cost effective solutions,” said Robert S. White, President and Chief Executive Officer of Entellus Medical. “I look forward to the additional progress we will make together.”
The closing of this transaction is subject to approval by Entellus’ stockholders, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions.
Piper Jaffray & Co. served as financial advisor and Latham & Watkins LLP and Fox Rothschild LLP served as outside legal counsel for Entellus in connection with this transaction.

>>> US Gapping Down

Gapping Down

In reaction to disappointing earnings/guidance
:
  • VRNT -6%, KFY -4.3%, GOL -4%, JKS -3.4%, KEYS -2.6%, OLLI -1.5%.
Other news:
  • VKTX -9.7% (prices offering of 5,130,435 shares of common stock at $2.50 per share),
  • NSA -5.1% (commences underwritten public offering of 5 mln common shares of beneficial interest),
  • CTRP -2.2% (downgraded to Neutral at JPMorgan),
  • EMES -1.6% (ticking lower; files for offering of $100 mln common units representing limited partner interests and approx 9.8 mln common units representing limited partner interests by selling unitholders),
  • ROKU -0.9% (modestly pulling back).
Analyst comments:
  • CTRP -1.8% (downgraded to Neutral from Overweight at JP Morgan),
  • EXPE -1% (downgraded to Neutral from Buy at MKM Partner,
  • PCLN -0.8% (downgraded to Neutral from Buy at MKM Partners).

>>> Gapping Up

Gapping Up

In reaction to strong earnings/guidance
:
  • DPW +37.2%, SEAC +37.1%, TLRD +14%, CMTL +7.9%, LULU +6.6%, CONN +6%, OKTA +4.9%, AVGO +4.1%, GEF +3%.
Other news:
  • SAGE +46.9% (reports positive top-line results from phase 2 placebo-controlled trial of SAGE-217),
  • DPW +36.9% (ended the day down 25%; after the close DPW Holdings denied rumors regarding Amazon -- has entered into no agreement and has received no order from Amazon),
  • RSYS +17.2% (VIEX Capital Advisors increases active stake),
  • MYO +11.2% (continued strength),
  • PXS +10.2% (light volume; closed more than 20% lower on the day),
  • ONCE +4.7% (Spark Therapeutics and Pfizer (PFE) announce interim data from Phase 1/2 clinical trial of investigational gene therapy for Hemophilia B was published),
  • ACOR +4.7% Acorda Therapeutics resubmits its NDA for INBRIJA to the FDA,
  • CLIR +3% (continued strength),
  • HOME +2.2% At Home Group prices secondary offering by selling shareholders of 5 mln shares of common stock at $24.50 per share,
  • OSIS +1.6% (continued weakness despite responding before the close to 'misleading' Muddy Waters Research allegations),
  • PSTI +1.4% Pluristem Therapeutics to present PLX-R18 data from Phase II-equivalent study demonstrated improved survival and hematological recover,
  • DG +1.3% (ahead of earnings),
  • GWPH +1.1% GW Pharma prices 28.8 mln shares of common stock at $115.00 per ADS.
Analyst comments:
  • LULU +8.3% (upgraded to Hold from Sell at Canaccord Genuity),
  • AKS +4.8% (upgraded to Overweight from Neutral at JP Morgan),
  • DVA +1.2% (upgraded to Strong Buy from Outperform at Raymond James),
  • SHAK +1.1% upgraded to Equal-Weight from Underweight at Morgan Stanley).

>>> Lending Club Investor Day Presentation- Guides Q4 and FY128 revenues below c

Lending Club Investor Day Presentation- Guides Q4 and FY128 revenues below consensus; Shares under early pressure as they decline to test $4 support (4.25)
  • Long-term plan to drive top line growth by 15-20% while expanding EBITDA margin to approx ox 20%
  • Sees its penetration rate is approx 3-4% of a $300-350 bln segment.
  • Estimates a $75 mln per quarter origination volume lift.
  • Investor related revenue expected to be in the range of $85-90 mln, 2018 $125-145 mln
  • 2017 Adjusted EBITDA Margin expected to be 7.6% at the mid-point; 2018 is 11.9% at the mid point.
  • Increasing revenue yield from Program Fees, Gain on Sale, and Net Interest Margin expanding total revenue yield in 2018.
  • Q4 Guidance
    • Net Revenue $155-160 mln, Capital IQ consensus $163 mln
    • GAAP Net Income ($10 mln)-($6 mln)
    • Adjusted EBITDA $16-20 mln
    • Volumes in line now expect a ($3M) timing impact to both our Revenue & EBITDA from holding the residual from our recent securitization.
  • 2018 Guidance
    • Net Revenue in the range of $680-705 mln, Capital IQ consensus $734 mln
    • GAAP Net Income ($53 mln)-($38 mln)
    • Adjusted EBITDA $75-90 mln
    • Adjusted EBITDA Margin 11.9% in mid range
  • http://ir.lendingclub.com/Cache/1001230258.PDF?Y=&O=PDF&D=&fid=1001230258&T=&iid=4213397

(Janus) Potpourri - December Outlook

1. Prior market tops (1987, 2000, 2007, etc.) allowed asset managers to partially “insure” their risk assets by purchasing Treasuries that could appreciate in price as the Fed lowered policy rates. Today, that “insurance” is limited with interest rates so low. Risk assets, therefore, have a less “insurable” left tail that should be priced into higher risk premiums. Should a crisis arise because of policy mistakes, geopolitical crises, or other currently unforeseen risks, the ability to protect principal will be impaired relative to history. That in turn argues for a more cautious and easier Fed than otherwise assumed.
Economists prior to Keynes viewed “modeled” as well as “real time” economies as self-balancing, but subject to imbalances from external shocks like oil prices. Rarely did theory incorporate finance and credit as one of those potential earthquakes. It took Hyman Minsky to change how economists view the world by introducing the concept of financial stability that leads to leverage and ultimate instability. He alerted economists to the fact that an economy is a delicate balance between production and finance. Both must be balanced internally and then the interplay between them balanced as well.
2. Credit creation begins at the central bank level, but in reality is predominantly expanded via fractional reserve banking and near zero reserved shadow banks. This model allows substantial leverage and can overprice AAA assets at the core then expand outward until it reaches the periphery of financial markets. At that point or even before, credit usually leaks out into the real economy via purchases of real assets, plant and equipment, commodities and other factors of production. It is this process that has become the operating model for 20th and 21st century capitalism – a system which ultimately depends on asset prices for its eventual success. This model, however, is leverage dependent and – 1) debt levels, 2) the availability, and 3) cost of that leverage are critical variables upon which its success depends. When one or more of these factors deteriorates, the probability of the model’s success and stability go down.
3. Our entire financed-based system – anchored and captained by banks – is based upon carry and the ability to earn it. When credit is priced such that carry can no longer be profitable (or at least grow profits) at an acceptable amount of leverage/risk, then the system will stall or perhaps even tip. Until that point, however (or soon before), investors should stress an acceptable level of carry over and above their index bogies. The carry may not necessarily be credit based – it could be duration, curve, volatility, equity, or even currency related. But it must out carry its bogey until the system itself breaks down. Timing that exit is obviously difficult and perilous, but critical for surviving in a new epoch. We may be approaching such a turning point, so invest more cautiously.
4. Money/cash is different than credit. High-quality credit can at times take the place of money when its liquidity, perceived return, and safety of principal allow for its substitution. When the possibility of default increases and/or the real return on credit or liquidity decreases and persuades creditors to hold classical “money” (cash, gold, bitcoin), then the financial system as we know it can be at risk (insurance companies, banks, mutual funds, etc.) as credit shrinks and “money” increases, creating liquidity concerns.
5. Someone asked me recently what would happen if the Fed could just tell the Treasury that they ripped up their $4 trillion of T-bonds and mortgages. Just Fugetaboutit! I responded that that is what they are effectively doing. “Just pay us the interest”, the Fed says, “and oh, by the way, we’ll remit all of that interest to you at the end of the year”. Money for nothing – The Treasury issuing debt for free. No need to pay down debt unless it creates inflation. For now, it is not. Probably later.
Have a great December.
Be careful in 2018.

>>> US Early premarket gappers

Early premarket gappers

  • Gapping up: DPW +37.2%, SEAC +37.1%, TLRD +14%, CMTL +7.9%, LULU +6.6%, CONN +6%, OKTA +4.9%, AVGO +4.1%, GEF +3%,

  • Gapping down: VRNT +-6%, , KFY +-4.3%, GOL +-4%, JKS +-3.4%, KEYS +-2.6%, OLLI +-1.5%, 

FT : What happens when bitcoin’s market cap overtakes world GDP?

Because there’s no reason why it couldn’t. And that’s the problem.

Unlike any other market in the world, there are no natural sellers in bitcoin. Even the miners who mint coin stockpile as much of it as possible and try to obtain as much free energy from alternative non monetary sources.

If and when they are forced to sell to pay for electricity bills they do so through established bilateral OTC channels out of fear that dumping huge amounts of coin on public exchanges could impact upward momentum, eating into their potential gains.

Walter Zimmerman, technical analyst at ICAP Technical Analysis, has been in the commodities and futures market for more than 35 years. In that time, he says, he’s never seen a market quite like it. He’s worried the launch of bitcoin futures next will only exacerbate the one-directional trading. And since bitcoin has no fundamental value that takes the next technical target point to as far as $47,400.

The closest thing he’s seen that’s comparable, he says, is the Synergy and Entergy electricity contract launched by Nymex in 1998.

Due to regulatory reasons it too had no natural sellers in the market on a structural basis, says Zimmerman. This prevented any proper market making in the contract.

The history is telling. Brokers, unable to offset flows naturally in the market, began to step out. They had no incentive to keep supporting the contract. The result: thin trade and little to no liquidity.

Traders complained that it was impossible to liquidate positions and unforeseen spikes became a perpetual problem.

As they walked away, futures volumes died and OTC markets took over. The contracts had to be delisted.

As Zimmerman noted to FT Alphaville:

The Nymex was in such a rush to get the contract listed that they didn’t bother to wait around until utilities could hedge, which they couldn’t for regulatory reasons. They were the natural shorts that had to sell to lock in prices. The spikes were so high and caused so much turmoil because there were no natural sellers.

And remember, this was electricity, which can still be equated with some fundamental value.

Market structure lessons of this kind cannot be ignored. Yet the upcoming launch of bitcoin futures next week is likely to repeat these issues if not magnify them to unprecedented proportions.

Many of the same structural challenges are to be observed.

Over the last year bitcoin positions across many markets have become entirely one-directional. We’re told, for example, that over 90-95 per cent of client flow on some of the most popular CFD and spread betting platforms is on the long side.

Prudent platforms tend not to like this sort of thing. Ideal markets for them are ones that offer a good balance of buyers and sellers so that flows can be offset naturally against each other (known in the industry as being internalised) without the need to hedge the differentials. This way the platforms can charge a spread while bearing little to no cost and risk from dealing with outstanding positions.

When flows don’t match properly, prudent platforms look to hedging. But hedging isn’t free. Associated costs have to be passed on to clients, usually in the form of other charges, whether through wider spreads or overnight funding charges.

When positions get excessively one-sided, these costs spiral.

This is particularly the case in bitcoin, where traditional hedging techniques aren’t easy to deploy. Ordinarily, a platform would wait to see what end of day differential is necessary to hedge, before going out into the market to cover its position. But with bitcoin’s wild volatility, even a small delay in hedging can expose a platform to mismatch risk, since the price of bitcoin can move so quickly you can’t hedge quickly enough to cover your price exposure. This encourages some level of pre-hedging, which carries its own price risks.

The second problem is a lack of liquidity and uniformity in pricing. Big platforms have a lot bitcoin to hedge. That’s often not so easy in a fragmented marketplace where the price can deviate between exchanges by multiple percentage points. This sees a lot of them scoping out the OTC markets, which — ironically for such a digitally-focused frontier — are serviced by old fashioned voice-brokers who introduce expenses of their own.

Third, there’s the issue of counterparty risk. Live balances have to be held on exchanges, and yet many of these venues are unregulated, opaque and have little to no track record coping with crises. This can be managed for to a certain degree by spreading positions around. Some responsible platforms tell us they will work with up to 10 exchanges. But the more exchanges a platform has to deal with the greater the admin costs, the due diligence work and the risk management costs. (It’s hard keeping up with all the risks being faced by all these venues. There’s rarely a day some sort of scandal or hack doesn’t hit somebody in the sector).

Fourth, there’s the issue of security and the cost of managing all your bitcoin hedges from a complexity and security point of view.

Last of all, there’s the issue of overall cost. Margin trading is mostly not a thing, so hedges have to be fully funded.

Due to all these complexities, many less prudent platforms don’t hedge at all. Instead they run business models that more closely resemble those of casinos, making money either on the spreads they charge, the overnight funding rates applied or, more commonly still, from playing the odds that their clients are more often than not going to find themselves on the losing side of the trade.

But bitcoin’s bull run is now testing those models too. Since too many clients are winning while the house is losing — with no effective hedges in place — the costs have to be made up in other ways. Hence on some platforms overnight financing rates are reaching Wonga-style rates of 365 per cent a year or more.

It’s all a bit like this:

Now, the casino-models were probably prepared to suffer a bit of risk and even loss for the sake of the promotional value of offering bitcoin. The hope no doubt was that a slew of new clients would come for the bitcoin but stay for the opportunity to punt in all sorts of other markets, where failure is a much more common thing.

But, informed sources tell us, this isn’t really happening. Punters have come for the bitcoin and stayed for the bitcoin. And they’re now so in the money, the house is beginning to get nervous. In the interim, the only offset are high overnight charges, which — from a customer’s point of view — ensure bitcoin has to rise a good percentage every day just to keep everyone in the money.

Hedging and pre-hedging

Given the above dynamics, for the burgeoning market of intermediaries who bridge the gap between the core unregulated cryptocurrency markets and the mass-market retail punting world, it’s a bit of a god send that respectable venues like the CBOE and CME might soon start offering a regulated market in bitcoin futures. They, after all, are the natural shorts in the market at this point, and they’re dying for a headache-free way to hedge.

Moreover — even with margin demands of 33-35 per cent or more — for these guys, the futures look cheap compared to any of the equivalents they’re currently being forced to use in the non-regulated space. If the futures are liquid to boot, it all becomes a bit of a no-brainer.

But is it really as simple as all that? No!

All the trade opportunities available in cryptoland are the product of a giant credit trade. Established CFD and spread-betting houses — while on the lower end of the financial legitimacy end — are still overseen by some sort of regulatory system which forces risk management and compliance upon them. The key product they bring to the market, as a result, is reduced crypto trading credit risk. In short, they take on the credit risk that comes along with dealing with the cowboy crypto space — by deploying more established risk management techniques than otherwise offered in the market — so clients don’t have to.

The problem is, providing such a service is not easy. Risk management bears cost. And offering clients fiduciary guarantees when you yourself don’t get to benefit from any, eats into business model profitability unless the costs are distributed properly.

Futures might at first sight seem like a panacea to this problem, but chances are they will only push the credit risk onto somebody else.

Which brings us back to the intrinsic market structure problems at hand.

For any futures market to work efficiently, especially if it’s to offer much desired liquidity, it must be attractive to market makers and bi-directional traders. As it stands, however, there’s no capacity for a market maker to be able to offer this sort of service without taking on huge amounts of credit and liquidity risk onto their own books. Small surprise many of the established (well supervised) players — such as the big broker-dealers — are seemingly not prepared to take the risk on.

Since the risk must be transferred to someone if the futures are to offer the service the natural shorts want, we’re left with only three scenarios going forward. One: the futures will flop. Two: the risk will be transferred elsewhere, most likely into the clearing houses that support the futures exchanges (to the risk of the entire trading community). Or three: a less established player with a lot more tolerance for risk — possibly a natural long — steps into the market comes into absorb the risk.

Though, it’s worth noting that option number three doesn’t necessarily stop scenario number two from playing out, given any such entity would still have to be serviced by the CME/CBOE clearing systems.

When excessive digital luxury squeezes the world

Which brings us back to the title of this post. A market with no intrinsic fundamentals has no ceiling on what the price can get to. As Icap’s Walter Zimmerman has pointed out in recent notes, that leaves it partial to over-exuberance until the point that the (impractical) realities of what has been created become impossible to ignore.

At the $47,400, those absurdities of the system will begin to become self evident, not just in relative asset-class value terms but also in total energy-cost terms to support the system. For example, as Zimmerman noted at the end of November,

As a thought, experiment 21 million Bitcoins at $50,000 each would mean a total market cap of $1 trillion
The total value of all the world’s coins and banknotes is estimated at $7.6 trillion*
At $1275 per ounce the total value of all the world’s gold is $7.7 trillion*
The total value of the world’s money ( Broad Money ) is est. at $90.4 trillion*

In short, once people start having to go without just for the planet to keep maintaining this most excessive and exuberant of luxury asset classes, the obvious absurdity of the creation will cause the bow to break. How that realisation comes about nobody can be sure of at this point. But the two most worrying paths come via an inflationary surge brought on by the hypothetical purchasing power imparted on the global system by all those freshly minted billionaires, or — more likely — via the liquidity constraints which will be imposed upon the rest of the system through having to accommodate bitcoin risk.

Until then, as Zimmerman notes, there’s nothing to stop asymmetrical interest from pushing the valuations ever higher in the style of a video game that has absolutely no boundaries:

Bitcoin can be seen as a currency of video gamers, by video gamers, and for video gamers. What do I mean by this?
Users of other currencies find utility in a stable value. But not here in Bitcoin world.
The reality of Bitcoin is that users are also players. And the objective of this game is the highest possible score. • The path to wealth for Bitcoin users is to drive the value higher, and higher, and higher.
This dynamic and the above cited freedoms make Bitcoin a likely future home of the largest speculative bubble in recorded history.
And the lack of law enforcement also make Bitcoin a potential future home of the largest theft ever.

WSJ : Millions May Be Missing in Bitcoin Heist

Millions May Be Missing in Bitcoin Heist
Theft prompts shutdown of NiceHash, which markets itself as the largest cryptomining marketplace

A major bitcoin theft from a cryptocurrency-mining service called NiceHash has prompted it to shut down for at least 24 hours.

The hack was disclosed on NiceHash’s Facebook page.

“We are working to verify the precise number of [bitcoin] taken,” NiceHash said.

The virtual currency’s furious rally continued, with the price surging through $14,000 for the first time Thursday morning in Asia, according to research site CoinDesk. Bitcoin’s rise from around $1,000 at the start of the year—including a 40% jump in the past week alone—has attracted crowds of eager small-timer investors to what had been a curiosity for techies.

A wallet address, which stores bitcoin, showed that about 4,736.42 of the digital currency had been stolen, according to CoinDesk. At $14,000 apiece, they would be worth about $66 million. A company executive wasn’t immediately available to comment and confirm that amount.

NiceHash, which markets itself as the largest crypto-mining marketplace, said it is investigating the breach and co-operating with authorities as it seeks to restore the service “with the highest security measures at the earliest opportunity.”

The price of bitcoin crossed $13,000 on Wednesday, mere hours after breaching $12,000 for the first time and just a week after it first broke above $11,000. Three exchanges are set to offer futures contracts on bitcoin, another step toward building a traditional market around the stateless digital currency.

NiceHash, based in Slovenia, matches people in need of computer-processing power to mine cryptocurrencies with people who have power to spare. Payment is made in bitcoin. The company advised users to change their passwords.

“We are truly sorry for any inconvenience that this may have caused and are committing every resource towards solving this issue as soon as possible,” NiceHash said.

Security has been an issue with bitcoin for years. One of the best-known cautionary tales is that of Mt. Gox, once the world’s largest bitcoin exchange. It collapsed and filed for bankruptcy protection after losing virtual currency valued at hundreds of millions of dollars in 2014.

>>> Carrefour Cut at Bernstein on Concern of New CEO's Initial Steps

Carrefour Cut at Bernstein on Concern of New CEO's Initial Steps

Carrefour’s recommendation lowered to underperform from market-perform, wrote Bernstein analysts led by Bruno Monteyne, who cited actions taken by the new CEO Alexandre Bompard as being “either ultra-limited or concerning.”
  • “The new CEO added an extra layer of a 14-strong executive committee, adding more costs, duplication and centralization,” analysts write in note to clients. Other points of concern:
    • The only communication to investors was to delay communication
    • A non-food sourcing deal with Fnac, bolstering non-food rather than reducing non-food exposure
    • Extended Sunday opening hours driving potentially extra 0.04% of sales
    • Board used same flawed incentive scheme that paid previous CEO EU7m p.a. for the last 2 years in cash
  • Current re-rating of shares “is based on wishful thinking: that politicians protecting French farmers will protect Carrefour from price competition; that Ocado/Casino deal makes Amazon/Carrefour deal more likely; that huge cost savings can come from labor savings in Franc