What We're Reading ~ 1/25/17

US investors favored passive funds over active by a record margin in 2016 [Morningstar]

The best investment writings of 2016 [Meb Faber]

On 3G Capital and the Kraft Heinz merger [Fortune]

A chat with Daniel Kahneman [Collaborative Fund]

Lunch with Bill Gates [FT]

What is your edge? [Base Hit Investing]

On expected risk [A Wealth of Common Sense]



Simon Property Group fights to reinvent the shopping mall [Fortune]

Facebook: Inside Instagram's reinvention [Recode]

Amazon expands into ocean freight [WSJ]

A pitch on Bolloré [Greenwood Investors]

Trump team compiles infrastructure priority list [McClatchy]

New FCC chief wants to destroy net neutrality [CNBC]

The great A.I. awakening [NYTimes]

Summary of some of the latest tech products featured at CES [Learning By Shipping]

Americans use debit cards twice as much as credit [Marketwatch]

China's biggest messaging app is on a collision course with Apple [TechInAsia]

How Social Cash made WeChat the app for everything [Fast Company]

When the Chinese come out to shop [OliverWyman]

How Netflix lost big to Amazon in India [Backchannel]

The best and worst airlines of 2016 [WSJ]

Carlos Slim's profit margins are right where Mexico wants them [Bloomberg]

Reasons to buy bonds in 2017 [Peter Lazaroff]

Bill Ackman on General Growth Properties, J.C. Penney, Procter & Gamble at Value Investing Congress

Continuing coverage, we're posting up notes from the Value Investing Congress.  Below are notes from the presentation of Bill Ackman of Pershing Square Capital Management.  His talk was about General Growth Properties (GGP) and the need to stop Brookfield Asset Management (BAM) from acquiring it.


General Growth Properties (GGP)

$19.48 stock, 5% cap rate.  Long-term contracts.  85% recurring revenue, 3% rent escalators per year.  Even during Great Recession, and GGP's bankruptcy, NOI only dropped 10%. Up from $15 to $20 out of bankruptcy, spun off HHC. Stock fell later in 2011, collapsed to $12.50 last summer.

Very interesting saga about how Simon Property Group (SPG) and Brookfield Asset Management (BAM) and Pershing all tried to do a deal with the company (we posted Ackman's letter to GGP).

This summer, Pershing filed a13D requesting a financial advisor to look a selling the company.  Board rejects the idea.   Ackman contends that director Patterson isn't independent, so 5 of 9 board members are conflicted.  He says if status quo continues, BAM will get control of the company without paying a premium. Says GGP will always have a "Brookfield Discount."

Says SPG may still be interested in buying GGP even though he says he won't do a deal.  Ackman says shareholders benefit from a merger with SPG, it's less risk, and has synergies.  He details the synergies of a deal with SPG:

Incremental NOI, etc.  Saves overhead costs of almost $110M per year.  Says $350-590M in incremental cash flow, with a multiple, several billion of value.  Says 86% stock/14% cash deal makes sense, pay 29% premium.  Accretion of 5.4% from day one.  Deal is $29 equivalent price by end of the year, up from about $20 today.  Dividend also goes up, 51% increase to shareholders.  Lower leverage, more liquid.  He assumes SPG stock will also go up.

Ackman claims BAM was filing prospectus in the meantime, to buy the company themselves.     His solution:  the board of GGP should form a independent committee, hire independent financial advisors, to salvage the control premium.

Q&A:  How do you expect the board to do this, since they've already dismissed it outright? He says they didn't understand what they were being presented.  "Properly informed" he says they will respond correctly.


J.C. Penney (JCP)

Updates on JCP?  Says very few people followed them in GGP, because is was unconventional.  Same with JCP, it there is enormous skepticism. Says JCP is building "a mall within a mall" and 85% of their stores are in malls with $300/sq ft and above, B+ malls.  SSS down 20% in 1H12 and will be in 2H12 as well.  The shops are working, but it takes time. Also, easier comps next year.  You have to think more than 3 months ahead, it's interesting.  Also, killed the dividend, which was unpopular.

What if the JCP strategy doesn't work?  Issue is how do you get them in the store?  A free haircut is better than a coupon of 50% off an inflated price. 


Procter & Gamble (PG)

He's long PG - why does he like it?  Says company has bloated cost structure, organization gotten more complex.  Company instead of cutting costs, raised prices to protect profits, and started to lose market shares.  He has attributed these issues to senior management failings.  If CEO doesn't turn things around soon, they will have to look outside to find a new CEO.  


Shorts?

Best short idea?  waiting to put on more, will share it publicly after they fill their position.  (As you'll see in our past profile of Pershing Square, shorting is less common for them to begin with).

For more on Ackman, we've posted an excerpt from his Q2 letter on why he sold Citigroup.


Embedded below is Ackman's slideshow presentation from the Value Investing Congress:





Be sure to check out the rest of the presentations from the Value Investing Congress.

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.

Michael Elrad Likes Macerich (MAC): Invest For Kids Chicago Notes

At Invest For Kids Chicago yesterday, Michael Elrad of GEM Realty Capital gave a presentation on going long Class A malls and Macerich (MAC).

Be sure to check out all notes from Invest For Kids Chicago where numerous high profile hedge fund managers shared their latest investment ideas.


Long Macerich (MAC)

Elrad likes investing in both private and public real estate. He likes top down real estate themes, bottom-up investing (long and short), and hedging. His top down theme is Class A malls. 90% are owned by public companies like Simon Property Group (SPG), Westfield, Macerich (MAC), and Taubman (TCO). Leases are 10 years in tenure and 6.3% nominal cap rates and 5% for private.

His idea is to go long Macerich (MAC). It has a 4.4% dividend versus 3.7% for its peers. It is 84% Class A malls and has reduced leverage to 45% down from 84% before the recession. It has 4% more of its holdings in Class A malls than its competitors and is likely the next REIT to be added to the S&P 500.

MAC trades at a 10% discount to its peers and has a de-staggered board and is an acquisition candidate. You can hedge if you want to with non class B malls/strip center REITS - he'd hedge 50 cents for every 1 dollar of MAC.

He likes malls because there's often Apple (AAPL) stores in them. He says they've been a success because upscale malls drive people who can touch and understand products and he feels this is a reason there's not internet risk (market share).

You can view full notes from Invest For Kids Chicago here.

The Short Case For General Growth Properties (GGWPQ)

Over the course of this year we've shared various presentations on the potential bullish prospects for mall REIT General Growth Properties (GGWPQ) courtesy of Bill Ackman's hedge fund Pershing Square Capital Management. These have included a recent outlook on the mall REIT industry, an update on their holding via Pershing Square's investor letter, as well as their previous presentation on General Growth. As one of the largest shareholders, Pershing Square has been at the forefront leading the charge. Today, we want to flip the tables and present the short case for General Growth Properties, courtesy of Hovde Capital Advisors.

Hovde Capital Advisors LLC is an investment manager that runs various hedge funds. They employ a "sector-specific, deep-value, long/short strategy" and utilize a combination of both top-down and bottom-up in their approach. Back in March of this year we actually covered President and CEO Eric Hovde's thoughts on the market as he thought we were in a depression and that commercial real estate defaults would hit as high as 25%.

There are always two sides to a trade and this is the perfect example. Hovde Capital prudently points out that many investors have been using Pershing Square's original GGWPQ presentation as a means for valuing General Growth Properties... a presentation that is now well outdated. In their analysis below, they update and expand upon Pershing's original model in order to provide a more current look at the situation from a bottom-up level.

They first examine the macro environment just as Pershing Square did in their recent Mall REIT presentation. While Pershing's highlights potential improvement, Hovde takes the other side and highlights how we are by no means out of the woods yet, citing a drop in consumer spending, a decrease in available consumer credit, and non-bullish trends for mall REITs in particular. Focusing next specifically on General Growth, Hovde believes that that a 7.5% capitalization rate is a far too optimistic assumption given that recent comparables have been higher than 8%. Additionally, they highlight that GGWPQ's cashflow is now more than 20% below the levels in 2008. While the fact that General Growth is extremely leveraged is well known, Hovde points out that rival Simon Property Group (SPG) has debt to EBITDA of 6x while GGWPQ is "in excess of 16x and would still be in excess of 12x even if all of the unsecured debt was converted to equity."

Potentially the most alarming to the bulls though is Hovde's focus on net operating income (NOI) sensitivity. They write, "applying Q3 annualized NOI to the Pershing Square valuation analysis, the implied equity value per share of the company today is NEGATIVE $5.03 at an 8.5% cap rate and +$5.73 at a 7.5% cap rate." Needless to say, they are decidedly bearish on GGWPQ. Going forward, one of the focal points in this whole scenario will be cap rates. Hovde feels an 8% cap rate is unrealistic given the reality of the economic situation and they argue that a cap rate of 8.5% or higher would be more appropriate.

Hovde are short shares of GGWPQ and think that equity investors will instead be disappointed upon GGWPQ's reorganization. Embedded below is the short case for General Growth entitled "Fool's Gold" in its entirety:




You can download the .pdf here. So there you have it: "Fool's Gold," the bearish argument for General Growth Properties (GGWPQ). We thought it would be interesting to examine both sides of the trade as we'd previously examined the long case for GGWPQ and then today we shared the short case with you. We'll continue to watch this intriguing situation unfold as hedge funds wager on the impending outcome. As always, don't shoot the messenger.

Since circulation of this presentation, Todd over at ValuePlays.net has penned a rebuttal to Hovde's presentation. Ironically, Hovde claims many are using outdated numbers from Pershing's presentation and Todd points out that Hovde themselves are also using outdated numbers. Interesting stuff. Secondly, hedge fund manager Whitney Tilson of T2 Partners has also penned a rebuttal as it seems Hovde has been called out on their conclusions. The battle of bulls versus bears continues on...

Bill Ackman's Pershing Square: Mall REIT Presentation

Today we have the recent ICSC Mall REIT presentation from Bill Ackman's hedge fund Pershing Square Capital Management. The slideshow is entitled 'If You Wait For The Robins, Spring Will Be Over' and it addresses the macro environment as it pertains to real estate investment trusts, and in particular, mall operators. If you're unfamiliar with Ackman and Pershing, check out our profile/background post on them.

Those of you who have been reading Market Folly for a while know that Bill Ackman bought into equity and unsecured debt of General Growth Properties (GGWPQ) back when the equity was trading below $0.40 per share. Today, shares are up above $10.70 per share and the unsecured debt is trading near par. Needless to say, he has already won big time on this play. But, he's not done yet. Ackman recently detailed more in-depth thoughts about GGWPQ in his investor letter. Given that GGWPQ is emerging from bankruptcy, he believes that GGWPQ can either emerge as a standalone company and that the equity will still be valuable (even if the unsecured converts over) or it can serve as a prime takeover target. If you've been paying attention recently, you already know that Brookfield Asset Management (BAM) and Simon Property Group (SPG) have been buying GGWPQ's debt so things are getting interesting on a possible takeover or some other strategy.

Ackman has already presented his case specifically for GGWPQ in a previous presentation, so now Pershing Square has shifted to a more top-down look at the US economy, the US consumer, and REIT mall operators. Embedded below is Pershing Square's entire 68-slide presentation from the latest ICSC event. RSS & Email readers will have to come to the blog to view their presentation.



You can download the .pdf here. While the above presentation details an overview of the industry, make sure to check out Ackman's original presentation on GGWPQ as well for more detailed specifics. Pershing certainly has painted a bullish picture for mall REIT operators. Their conclusions are that mall REITs and their tenants have not only survived, but have been resilient in a time of trouble. In order for REITs to outperform going forward, Pershing argues that you don't need to see consumer spending at 2007 levels either. They believe that the closure of underperforming stores is a long-term benefit for these operators as it weeds out the weak (our words, not theirs). Lastly, their bullishness can also be attributed to the fact that tenant cash flows (and as such their balance sheets) are much improved over a year ago and that many retailers have substantial growth plans.

For more resources on Bill Ackman's hedge fund Pershing Square, check out their latest investor letter where they talk in-depth about GGWPQ and their other positions. Additionally, we've also covered Pershing Square's portfolio recently as well. Lastly, you can also check out previous presentations from Bill Ackman's hedge fund as they presented the case for a long of Corrections Corp of America (CXW), as well as their case for a short of Realty Income (O).