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FFH Announces $650 million Equity Bought Deal Financing


bearprowler6
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Does the $650 put in a ceiling or a floor for FFH's SP? Or is it irrelevant?

 

I don’t know. I would say it is mostly irrelevant. Though, to tell the truth, I don’t like the issuance of shares at this price… at least if I cannot benefit from it! ;)

As a shareholder I like rights offerings very much, because they give us the possibility to choose whether we want to invest more or not. In other words they give existing shareholders the right to subscribe and to buy the new shares before anyone else.

Imo a pity!

 

Dear Prem,

board members have often accused me that I always agree with you… Well, this time I show them it is not always so!

My trust and respect in your judgment remains intact and 50% of my firm’s investments stays in your company.

Best regards,

 

Gio

 

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Not very shareholder friendly to sell a bunch of shares at a discount without offering them to current holders...

 

 

Mostly I would agree with your observation.  However, in this circumstance, the price of FFH soared like 50 bucks earlier this week.  It's very likely that the bought deal was priced prior to the 50-buck jump, so $650 would have been roughly fair last week.

 

 

SJ

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deals like this make me want to own fairfax. issue equity at 1.6X to pay for a high quality insurer at roughly the same price.

 

I feel like Mr. Watsa is really good at monetizing his stock price when it is right to do so, and if you believe this insurer is high quality, then this deal upgrades the quality of the insurance businesses with minimal dilution in BVPS.

 

I see it as quite shareholder friendly because it likely builds long term value (assuming nothing goes wrong with the insurance acquisition).

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I don't appreciate dilutions like these either.

 

Just 2 days ago, I was seriously pondering selling some shares of FFH as the valuation neared 1.45xbook (adjusted for $10 dividend we just received) but sat on my hands instead.

 

However, these actions often present an opportunity to buy more shares if Mr. Market swoons.

 

As for the Brit deal, even with this dilution, I suspect that these few transactions that FFH is making will be value accretive in the long run.

 

 

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I don’t know. I would say it is mostly irrelevant. Though, to tell the truth, I don’t like the issuance of shares at this price… at least if I cannot benefit from it! ;)

As a shareholder I like rights offerings very much, because they give us the possibility to choose whether we want to invest more or not. In other words they give existing shareholders the right to subscribe and to buy the new shares before anyone else.

Imo a pity!

 

Dear Prem,

board members have often accused me that I always agree with you… Well, this time I show them it is not always so!

My trust and respect in your judgment remains intact and 50% of my firm’s investments stays in your company.

Best regards,

 

Gio

 

+1

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I agree with you guys that rights offerings would be preferable, but that presents an element of uncertainty that the bought deal financing does not.

 

They probably could find some shareholders to have backed the rights offering as an alternative to the bought deal route, which would offer certainty and allow for everyone to participate, but maybe that wasn't in the cards.

 

I don't follow fairfax closely at all. So the $394 BVPS is the $550 US shares so they are actually issuing at 1.4X book?

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I agree with you guys that rights offerings would be preferable, but that presents an element of uncertainty that the bought deal financing does not.

 

They probably could find some shareholders to have backed the rights offering as an alternative to the bought deal route, which would offer certainty and allow for everyone to participate, but maybe that wasn't in the cards.

 

I don't follow fairfax closely at all. So the $394 BVPS is the $550 US shares so they are actually issuing at 1.4X book?

 

I'm inclined to agree.  With an acquisition pending, there is a big advantage to locking in financing at a significant premium to book rather than faffing about marketing a rights offering during which time the stock price could go anywhere.  I don't think it's fair to call Prem out on this one.  If you want more stock, buy it from Mr. Market - who has kindly marked it down today so you can do just that!

 

What I like less is Prem saying on the call that an equity offering was lowest on the list of options when it appears it was highest.  Why not just say, "all options are open"?  I can only think because the deal hadn't priced at that point, but it's odd.

 

P

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I agree with you guys that rights offerings would be preferable, but that presents an element of uncertainty that the bought deal financing does not.

 

I'm inclined to agree. 

 

Mmm… With an oversubscription right, which investors like me would have gladly exercised to the maximum extent possible, I think the risk of not selling all the new shares was very low… Moreover for a deal that clearly makes a lot of sense!

Rights offerings imho are always to be preferred… But now I will leave it at that! ;)

 

Cheers,

 

Gio

 

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If you want more stock, buy it from Mr. Market - who has kindly marked it down today so you can do just that!

Isn't the stock more expensive on a PB than yesterday?

The MKT cap has been reduced something like 624M (assuming -4.06%) while the deal financing is 650M 

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I am kind if disappointed that there wasn't a rights offering as well. The stock isn't that expensive when you adjust reported book value by unrealized gains in their equity/control accounted affiliates. It was something like 1.1x. I don't have an issue with them issuing equity to get a large deal done, but just wish it had been offered to shareholders instead of to an underwriter at a discount...

 

They have more than enough money on hand to have been able to do this with some flexibility in another issuance of debt/preferred shares if rights offering turned out to be undersubscribed (unlikely after killer 2014 results...).

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If you want more stock, buy it from Mr. Market - who has kindly marked it down today so you can do just that!

Isn't the stock more expensive on a PB than yesterday?

The MKT cap has been reduced something like 624M (assuming -4.06%) while the deal financing is 650M

 

I may be being thick but I think the way to think about this is:

Old maths: 2014 YE BV ~8360, share count 21.18, bvps 395, price CAD690/USD556, p/bv 1.41

New maths: BV 8360+650=9011, share count 21.18+1=22.18, bvps 406, price CAD660/USD532, p/bv 1.31.

 

So, I think it's cheaper as a result both of issuing above book and the price coming down.

 

I'm not including the equity/consolidated gains for simplicity, and I'm going off memory, so sorry if the numbers are a bit out.

 

P

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I am kind if disappointed that there wasn't a rights offering as well. The stock isn't that expensive when you adjust reported book value by unrealized gains in their equity/control accounted affiliates. It was something like 1.1x. I don't have an issue with them issuing equity to get a large deal done, but just wish it had been offered to shareholders instead of to an underwriter at a discount...

 

They have more than enough money on hand to have been able to do this with some flexibility in another issuance of debt/preferred shares if rights offering turned out to be undersubscribed (unlikely after killer 2014 results...).

 

How did you get to 1.1x?  Reported BV was $395 and then I added $20 from roughly $450m of unrealised gains on equity accounted stakes.  Prem gave that figure and it got me to 1.3x BV when I did the maths at CAD $670 per share.  But I don't think they gave a figure for unrealised gains on consolidated stakes.  Did I miss something?  You've got to find another $91 in book value per share to get to  1.1x!  Which would make me very happy  ;)

 

I still don't really get why people would rather a rights issue than just buying more, if it is so attractive! 

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for a US investor, does it make meaningful difference to hold FFH or FRFHF as a long term holding? besides the small ADR fees, would any rights offering to existing shareholders be only offered to FFH holders not to ADR holders? thanks in advance.

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If you want more stock, buy it from Mr. Market - who has kindly marked it down today so you can do just that!

Isn't the stock more expensive on a PB than yesterday?

The MKT cap has been reduced something like 624M (assuming -4.06%) while the deal financing is 650M

 

I may be being thick but I think the way to think about this is:

Old maths: 2014 YE BV ~8360, share count 21.18, bvps 395, price CAD690/USD556, p/bv 1.41

New maths: BV 8360+650=9011, share count 21.18+1=22.18, bvps 406, price CAD660/USD532, p/bv 1.31.

 

So, I think it's cheaper as a result both of issuing above book and the price coming down.

 

I'm not including the equity/consolidated gains for simplicity, and I'm going off memory, so sorry if the numbers are a bit out.

 

P

What you are doing is applying a premium to the cash that they just raised, if you do that every equity offering will look good when it is done above book. But when you have a business that is worth 2x book that is raising equity at 1.5x book you will get diluted.

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