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Anyone following this s*** show management is pulling with a forced bankruptcy? Plenty elsewhere on the business, fundamentals, prospects, etc. my attempt at a summary below.

 

Management is trying to force a bankruptcy to wipe out Asbestos and Tax liabilities forced into GTX post spinoff from Honeywell. Balance sheet has total liability at $1.4b, max of $175m a year.

Capital structure TL / bonds ($1.5b) was put in place at spin. All parties were aware of asbestos liability and from what I understand term loan was structured around it.

• Dec 19 - management files suit against HON saying asbestos liability was unfair)

• June’20 TL amended to account for Covid with covenants widened and flexibility provided. Asbestos liability deferred till 2023.

• In August management announces they could push for bankruptcy.

From what I can tell interest coverage and ability to service debt is fine (unless I’m completely missing something).

 

Am I right in saying that all TL and Bonds are owed is par value and maybe prepayment penalty in the bonds?

 

Does equity get wiped out in this forced bankruptcy? Recovery value for a business doing $500m ebitda at 6x multiple is $3bn. Plenty of coverage for TL and bonds. Would be one thing if they were missing interest payments and tripping covenants but they should be fine for at least 2 years until Covid clears up.

 

Any opinions welcome.

 

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I just don't think management can pull a forced bankruptcy if there is no debt coverage concerns at all. Someone would be able to buy a large stake and force out the management as the management does not hold controlling shares. Probably it is a way to force HON's hands in negotiations.

 

Asbestos liability is really problematic for acquisitions/mergers though. And force that to an European spin off is not going to go well.

 

Moreover, the EV trend in the markets does not bode well for GTX, as their content in EVs is not much.

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Garrett Motion Inc. is in talks to sell itself out of bankruptcy to a private-equity firm, part of the auto supplier’s strategy to quell a commercial dispute over asbestos-injury payments with Honeywell International Inc., according to people familiar with the matter.

 

Rolle, Switzerland-based Garrett is nearing an agreement to file for bankruptcy and tap private-equity firm KPS Capital Partners LP as the leading bidder to take control of the company through the chapter 11 proceeding, these people said.

 

The Wall Street Journal reported Thursday that Garrett was considering filing for bankruptcy within weeks to weather a sales slump stemming from the Covid-19 pandemic and costly obligations to Honeywell, the company’s former parent, over asbestos liabilities.

 

Garrett is also negotiating for a roughly $250 million bankruptcy loan from top lenders to fund operations during chapter 11, people familiar with the matter said.

 

Under the company’s restructuring proposal, which could still change, lenders would be paid nearly in full while some proceeds from the company’s asset sale would fund a trust that would pursue litigation with Honeywell, these people said. The planned bankruptcy would include marketing the company to other potential buyers, one of the people said.

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I just don't think management can pull a forced bankruptcy if there is no debt coverage concerns at all. Someone would be able to buy a large stake and force out the management as the management does not hold controlling shares. Probably it is a way to force HON's hands in negotiations.

 

It is a more nuanced issue than simply debt coverage issues still looking good, which, they don't really look good in my opinion. Annualized 2Q20 EBITDA yields cash interest coverage of < 1x and leverage of more than 11x.

 

When companies are operating within the zone of insolvency, and it is a contested bankruptcy issue of what qualifies as "zone of insolvency", management must act in the best interest for all stakeholders, not just shareholders. The fact GTX shareholders' equity is negative $2 billion is not positive at all for the shareholder argument that they are solvent. Though shareholders will point to a $135 million equity market valuation and say that the Company is still solvent. Judges will consider both, even though after a certain point market cap reflects option value and not real equity value. Like I said, zone of insolvency arguments are very difficult. It will be a valuation fight.

 

Although certain covenants have been waived, there are other covenants the Company could quickly become in violation of if financial performance does not turn around in the next 1 - 2 quarters which would allow lenders to accelerate their debt - if the Company can't pay, they are insolvent no matter if they are cash flow positive or not.

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I just don't think management can pull a forced bankruptcy if there is no debt coverage concerns at all. Someone would be able to buy a large stake and force out the management as the management does not hold controlling shares. Probably it is a way to force HON's hands in negotiations.

 

It is a more nuanced issue than simply debt coverage issues still looking good, which, they don't really look good in my opinion. Annualized 2Q20 EBITDA yields cash interest coverage of < 1x and leverage of more than 11x.

 

When companies are operating within the zone of insolvency, and it is a contested bankruptcy issue of what qualifies as "zone of insolvency", management must act in the best interest for all stakeholders, not just shareholders. The fact GTX shareholders' equity is negative $2 billion is not positive at all for the shareholder argument that they are solvent. Though shareholders will point to a $135 million equity market valuation and say that the Company is still solvent. Judges will consider both, even though after a certain point market cap reflects option value and not real equity value. Like I said, zone of insolvency arguments are very difficult. It will be a valuation fight.

 

Although certain covenants have been waived, there are other covenants the Company could quickly become in violation of if financial performance does not turn around in the next 1 - 2 quarters which would allow lenders to accelerate their debt - if the Company can't pay, they are insolvent no matter if they are cash flow positive or not.

 

 

Annualized Q2 is the worst quarter in the history of business so no surprise on annualized interest coverage and leverage. I’ve seen very few companies rush to bankruptcy though after the worst quarter in history. Other companies are figuring out how to survive. They won’t be under 1x as the economy normalizes.

The zone of insolvency argument makes sense but they weren’t in the zone pre Covid. So it still seems like a continuation of the strong arm tactic against Honeywell.

Appreciate the response, any idea if a bankruptcy sale such as the one proposed would leave anything for shareholders?

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I don't get how equity gets wiped out here if management fights. But perhaps interests aren't aligned. Ebitda estimated to be down just 33 pct this year - not bad for an auto parts supplier and shows their low fixed costs. And asbetos payment can (at least that was the pitch) be deferred if they get too close to their covenants. Bizarre is probably the right word.

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I don't get how equity gets wiped out here if management fights. But perhaps interests aren't aligned. Ebitda estimated to be down just 33 pct this year - not bad for an auto parts supplier and shows their low fixed costs. And asbetos payment can (at least that was the pitch) be deferred if they get too close to their covenants. Bizarre is probably the right word.

 

That seems to be the problem. Management is more interested in sticking it to HON / getting asbestos liability Of the booked vs anything for shareholders.

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I don't get how equity gets wiped out here if management fights. But perhaps interests aren't aligned. Ebitda estimated to be down just 33 pct this year - not bad for an auto parts supplier and shows their low fixed costs. And asbetos payment can (at least that was the pitch) be deferred if they get too close to their covenants. Bizarre is probably the right word.

 

That seems to be the problem. Management is more interested in sticking it to HON / getting asbestos liability Of the booked vs anything for shareholders.

 

This is probably interesting if they file and the shares trade to $0.10.  People get together and form a wolf pack and try to establish an equity committee. 

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I just don't think management can pull a forced bankruptcy if there is no debt coverage concerns at all. Someone would be able to buy a large stake and force out the management as the management does not hold controlling shares. Probably it is a way to force HON's hands in negotiations.

 

It is a more nuanced issue than simply debt coverage issues still looking good, which, they don't really look good in my opinion. Annualized 2Q20 EBITDA yields cash interest coverage of < 1x and leverage of more than 11x.

 

When companies are operating within the zone of insolvency, and it is a contested bankruptcy issue of what qualifies as "zone of insolvency", management must act in the best interest for all stakeholders, not just shareholders. The fact GTX shareholders' equity is negative $2 billion is not positive at all for the shareholder argument that they are solvent. Though shareholders will point to a $135 million equity market valuation and say that the Company is still solvent. Judges will consider both, even though after a certain point market cap reflects option value and not real equity value. Like I said, zone of insolvency arguments are very difficult. It will be a valuation fight.

 

Although certain covenants have been waived, there are other covenants the Company could quickly become in violation of if financial performance does not turn around in the next 1 - 2 quarters which would allow lenders to accelerate their debt - if the Company can't pay, they are insolvent no matter if they are cash flow positive or not.

 

 

Annualized Q2 is the worst quarter in the history of business so no surprise on annualized interest coverage and leverage. I’ve seen very few companies rush to bankruptcy though after the worst quarter in history. Other companies are figuring out how to survive. They won’t be under 1x as the economy normalizes.

The zone of insolvency argument makes sense but they weren’t in the zone pre Covid. So it still seems like a continuation of the strong arm tactic against Honeywell.

Appreciate the response, any idea if a bankruptcy sale such as the one proposed would leave anything for shareholders?

 

Things change. The market and the world have changed. 2Q20 may have been their worst quarter in history, but 1Q20 EBITDA was only ~20% better and still down 40% YoY. Annualizing 1H20 EBITDA still yields leverage of over 10x. Even prior to Covid, FY19, their net leverage was 5.6x which is still pretty high. Management has been consistent even before then that they had the wrong capital structure.

 

I'd also like to make an addendum to my above post. I was incorrect about my interest coverage ratio. Annualizing 2Q20 EBITDA yields interest coverage of 4.4x - I mistakenly read their LTM interest figure as a quarterly while quickly scanning their docs.

 

Rushing to bankruptcy does not mean the Company can survive, it will still exist after bankruptcy. Bankruptcy is just a tool to use to solve certain problems. In GTX's case, they look to be thinking about bankruptcy as a tool to remove their liability and potentially raise more capital. I suspect the latter because they appear to have a working capital problem that is eating cash pretty quickly ($176 million burn from working capital last quarter) and it seems they're having a problem winning business from new customers. On top of that, the Company has continued to communicate they need to keep investing into R&D so their product set can keep up with technology that is still improving despite the slowdown in the environment. With those things in mind, I bet you one of the levers the Company will pull is to make an argument that they need to file bankruptcy in order to get a DIP to fund their business while they figure out the liability problem. They have total liquidity of $486 million, $347 million of which is revolver availability. There is a non-zero probability that a credit facility covenant can be breached which restricts availability to 0, in which case you are left with < $150 million cash in a situation where more than $100 million was just burned in a quarter. So, you need bankruptcy to access more capital, but the Company will still survive on the other side.

 

Who knows what will eventually happen, but I just mean to highlight how the situation is actually a little more complicated.

 

 

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I read that too. I think KPS is paying 2.1B for the assets, which is basically book value of the assets per latest 10Q. With much more debt and liabilities on the balance sheet, it is hard to see equity gets anything. Sad to see stock holders become the casualty in this.

 

 

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GTX filed bankruptcy this evening. KPS Capital Partners is stalking horse bidder for the business for $2.1 billion and is supported by 61% of senior secured lenders. The Company is seeking approval for a $250 million DIP to cover cash shortfalls.

 

Additional information I've found out this morning.

 

Plan confirmation and closing of the sale is targeted for January 2021.

Cash proceeds from the sale will be sufficient to repay the DIP facility and all pre-petition secured debt at full on closing.

Senior unsecured notes will recover 90% of their claim amount.

Existing equity will receive zero recovery, but is entitled to any excess proceeds available after payment of creditors if a higher sale is achieved.

 

 

Revenue projections:

2019A: $3.2 billion

200E:  $2.6 billion

2021E: $3.1 billion

 

EBITDA projections:

2019A: $583 million

2020E: $360 million

2021E: $426 million

 

FCF projections:

2019A: $156 million

2020E: ($417 million)

2021E: $451 million

 

The Company's presentation shows they expect a return to pre-crisis volumes by 2023, driven by China and North America.

 

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I keep thinking what HON is going to do if they face the asbestos liability anyway when GTX goes chapter 11. Would it make sense for Honeywell to outbid KPS?

 

GTX filed bankruptcy this evening. KPS Capital Partners is stalking horse bidder for the business for $2.1 billion and is supported by 61% of senior secured lenders. The Company is seeking approval for a $250 million DIP to cover cash shortfalls.

 

Additional information I've found out this morning.

 

Plan confirmation and closing of the sale is targeted for January 2021.

Cash proceeds from the sale will be sufficient to repay the DIP facility and all pre-petition secured debt at full on closing.

Senior unsecured notes will recover 90% of their claim amount.

Existing equity will receive zero recovery, but is entitled to any excess proceeds available after payment of creditors if a higher sale is achieved.

 

 

Revenue projections:

2019A: $3.2 billion

200E:  $2.6 billion

2021E: $3.1 billion

 

EBITDA projections:

2019A: $583 million

2020E: $360 million

2021E: $426 million

 

FCF projections:

2019A: $156 million

2020E: ($417 million)

2021E: $451 million

 

The Company's presentation shows they expect a return to pre-crisis volumes by 2023, driven by China and North America.

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I keep thinking what HON is going to do if they face the asbestos liability anyway when GTX goes chapter 11. Would it make sense for Honeywell to outbid KPS?

 

GTX filed bankruptcy this evening. KPS Capital Partners is stalking horse bidder for the business for $2.1 billion and is supported by 61% of senior secured lenders. The Company is seeking approval for a $250 million DIP to cover cash shortfalls.

 

Additional information I've found out this morning.

 

Plan confirmation and closing of the sale is targeted for January 2021.

Cash proceeds from the sale will be sufficient to repay the DIP facility and all pre-petition secured debt at full on closing.

Senior unsecured notes will recover 90% of their claim amount.

Existing equity will receive zero recovery, but is entitled to any excess proceeds available after payment of creditors if a higher sale is achieved.

 

 

Revenue projections:

2019A: $3.2 billion

200E:  $2.6 billion

2021E: $3.1 billion

 

EBITDA projections:

2019A: $583 million

2020E: $360 million

2021E: $426 million

 

FCF projections:

2019A: $156 million

2020E: ($417 million)

2021E: $451 million

 

The Company's presentation shows they expect a return to pre-crisis volumes by 2023, driven by China and North America.

 

Not sure...think it'd be odd for HON to try to get GTX back. I recall HON spun off GTX at the same time they spun off Resideo, who they also stuck some liabilities onto. Both companies are "tech-y" in the sense that one is EV and one is IOT/smart homes...maybe HON just didn't care for these. Resideo is also struggling ($11 price vs. $30 listing).

 

KPS is a distressed private equity firm, and this situation is pretty right up their wheel house. They are very good at turnarounds...different vibe than some of the more aggressive firms out there WRT how they treat the company (they are still aggressive with other lenders / shareholders who get in their way). But, because KPS is a big value guy, you can assume that their $2.1 billion bid is the lowest bid they felt would clear the ground with the company and market, which implies to me there is room for a less price sensitive buyer to make a bid...but in practice, this doesn't happen too often. It was the same situation a couple months ago when KPS was stalking horse to buy Briggs & Stratton (though way more of a turnaround than GTX) and another bidder never showed up. Anecdotally, the UCC committee in GNC's bankruptcy has been delaying a sale process claiming they had over 30 buyers interested in the Company, and not a single bid came from any of them when push came to shove.

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GTX filed bankruptcy this evening. KPS Capital Partners is stalking horse bidder for the business for $2.1 billion and is supported by 61% of senior secured lenders. The Company is seeking approval for a $250 million DIP to cover cash shortfalls.

 

Additional information I've found out this morning.

 

Plan confirmation and closing of the sale is targeted for January 2021.

Cash proceeds from the sale will be sufficient to repay the DIP facility and all pre-petition secured debt at full on closing.

Senior unsecured notes will recover 90% of their claim amount.

Existing equity will receive zero recovery, but is entitled to any excess proceeds available after payment of creditors if a higher sale is achieved.

 

 

Revenue projections:

2019A: $3.2 billion

200E:  $2.6 billion

2021E: $3.1 billion

 

EBITDA projections:

2019A: $583 million

2020E: $360 million

2021E: $426 million

 

FCF projections:

2019A: $156 million

2020E: ($417 million)

2021E: $451 million

 

The Company's presentation shows they expect a return to pre-crisis volumes by 2023, driven by China and North America.

 

Tons of filings on the docket on the first day, which filing did you pull this detail from?

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I keep thinking what HON is going to do if they face the asbestos liability anyway when GTX goes chapter 11. Would it make sense for Honeywell to outbid KPS?

 

GTX filed bankruptcy this evening. KPS Capital Partners is stalking horse bidder for the business for $2.1 billion and is supported by 61% of senior secured lenders. The Company is seeking approval for a $250 million DIP to cover cash shortfalls.

 

Additional information I've found out this morning.

 

Plan confirmation and closing of the sale is targeted for January 2021.

Cash proceeds from the sale will be sufficient to repay the DIP facility and all pre-petition secured debt at full on closing.

Senior unsecured notes will recover 90% of their claim amount.

Existing equity will receive zero recovery, but is entitled to any excess proceeds available after payment of creditors if a higher sale is achieved.

 

 

Revenue projections:

2019A: $3.2 billion

200E:  $2.6 billion

2021E: $3.1 billion

 

EBITDA projections:

2019A: $583 million

2020E: $360 million

2021E: $426 million

 

FCF projections:

2019A: $156 million

2020E: ($417 million)

2021E: $451 million

 

The Company's presentation shows they expect a return to pre-crisis volumes by 2023, driven by China and North America.

 

Thanks for sharing this 5x, where did you hear it?

"Existing equity will receive zero recovery, but is entitled to any excess proceeds available after payment of creditors if a higher sale is achieved."

Per 6/30 balance sheet and offer of $2.1B I'm seeing almost $300M that remains for HON and Equity holders to fight over. (see attached). Am i thinking about that correctly?

Also would a strategic/competitor/auto supplier would be interested - Borgwarner, cummins, delhpi?

 

 

 

 

 

Screenshot_2020-09-21_094810.gif.4fa95dbbc38980d2df1aca1f5b4e92a9.gif

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To both above - an easier way to find the cleansing materials is actually via an SEC filed 8-K vs. scrubbing the docket (painful). The lender presentation is exhibit 99.2, but I've also included the links to both the 8-K (also has the RSA for those interested) and the PPT.

 

https://www.sec.gov/Archives/edgar/data/1735707/000119312520249717/0001193125-20-249717-index.htm

https://www.sec.gov/Archives/edgar/data/1735707/000119312520249717/d35574dex992.htm

 

The RSA includes language on treatment of claims. Here is copy / paste for common equity.

 

Prepetition Common Stock   Holders of common stock of GMI will be entitled to receive their pro rata share of all proceeds of the estate remaining after payment of creditors pursuant to the U.S. Proceeds Waterfall.

 

The lender presentation also has a summary of recoveries per claim on slide 6 in which it says:

 

Existing Equity - Receive recovery based on excess proceeds available after payment of creditors.

 

Given the existing senior unsecured notes are only receiving a 90 cent recovery, this leaves the equity out of the money based on the current plan. Unfortunately, outperformance by the Company vs. their 13-week cash flow projections does not mean the Company will have excess cash to distribute to the equity. Because KPS will operate GTX as a private company, the equity is unlikely to receive a minor amount of penny warrants for the equity in the reorganized company, as is typical in reorganizations where the new company is public, but there may be a path to providing the pre-petition equity with a very, very minor "payout" for not trying to litigate the plan.

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To both above - an easier way to find the cleansing materials is actually via an SEC filed 8-K vs. scrubbing the docket (painful). The lender presentation is exhibit 99.2, but I've also included the links to both the 8-K (also has the RSA for those interested) and the PPT.

 

 

Thank you so much for sharing this.

I'm not shocked that they are performing well. I didn't think they were under near term stress. $450M of cash flow next year. KPS is probably putting zero actual equity in and walking away with the farm. Current equity holders have to have some form of recourse right?

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To both above - an easier way to find the cleansing materials is actually via an SEC filed 8-K vs. scrubbing the docket (painful). The lender presentation is exhibit 99.2, but I've also included the links to both the 8-K (also has the RSA for those interested) and the PPT.

 

 

Thank you so much for sharing this.

I'm not shocked that they are performing well. I didn't think they were under near term stress. $450M of cash flow next year. KPS is probably putting zero actual equity in and walking away with the farm. Current equity holders have to have some form of recourse right?

 

I'm not sure what the S/U is, but KPS frequently will buy debt to convert to equity, or buy debt to be able to fund the DIP etc. If I find out what the transaction structure looks like I will share. If the judge approves the valuation and process then equity owners are SOL and just the way it is. The bulk of this case will revolve around arbitration re: HON liability, so I bet most parties, including the judge, wants to deal with an equity committee arguing about valuation.

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Just wondering out loud here.  I think companies like GTX is one of the reasons why value investors have under performed in the last decade.  Choice 1 is buying something like  AutoDesk, Goog, or Nintendo, or even some high quality multi-family REITs or GrIffin  Choice 2 is to dumpster diving into a toxic spinoff from Honeywell who treated the spun off entity like a 18th century red headed step child.  But guess which thread gets lots of eyeballs?  GTX, SRG, and etc. 

 

I have this theory that the rise of indexing means that active money is leaving the non-S&P 500 companies.  So unless you happen to own something that is really exciting and growing fast, they has a risk of continuing to languish despite being cheap.  This is likely compounded by some fundamental or managerial issues.  As active capital gets continuously pulled out and re-allcoated to passive, there will likely be a bifurcation of large cap companies with 35X P/FCF multiples and a subset of good/decent companies that does not have as much sex appeal trading for 10x P/FCF.  This may continue to widen over time until PE firms take the companies private or activists force the companies to be sold to PEs or a competitor. 

 

I actually think that fast growing tech companies with 90% gross margin trading at 35-40x P/FCF isn't expensive because they don't scale in a linear fashion.  A 10% top line growth creates more than 10% bottom expansion.  While Costcos of the world is an amazing company.  But they don't have 90% gross margin.  So paying 10x P/FCF for a lesser company than 35X P/FCF for Costco will likely do better in the long run.  If the delta in the multiple is 10x vs 15x, I would buy Costco all day. 

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I actually think that fast growing tech companies with 90% gross margin trading at 35-40x P/FCF isn't expensive because they don't scale in a linear fashion.  A 10% top line growth creates more than 10% bottom expansion.

 

You are correct. Due to the exponential rate at which cash flow grows once a tech business hits scale, the 50x P/FCF business in T+0 might actually be 10x P/FCF in T+2 or 3, which is an opportunity if things play out like that. This is a much more significant discount than something trading at 15x P/FCF in T+0 which, if things go right, may be 12x P/FCF in T+2 or 3 which is where I see more traditional value types hanging around these days.

 

People figured this out back in 2012/2013 and made a killing. I was not one of them. But, I have grown to respect the investment process for VC/growth equity/public tech investors a lot more since taking the time to really dig into the reasons why so much capital has flown into that asset class. I have found it especially useful to port some of those lessons over to my own investment process.

 

GTX was always a pass on day 1 from me, at least the equity. I mean, like you said it is a red headed stepchild who really only exists to carve-out liability from Honeywell. The business is just ok, I don't think they're a leader in the space or anything, and they have a lot of debt. You need a lot of things to go right with something like this. To your comment on GTX attracting value types...I certainly think this type of setup tends to attract "contrarian for contrarian's sake" type of investors.

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I actually think that fast growing tech companies with 90% gross margin trading at 35-40x P/FCF isn't expensive because they don't scale in a linear fashion.  A 10% top line growth creates more than 10% bottom expansion.

 

You are correct. Due to the exponential rate at which cash flow grows once a tech business hits scale, the 50x P/FCF business in T+0 might actually be 10x P/FCF in T+2 or 3, which is an opportunity if things play out like that. This is a much more significant discount than something trading at 15x P/FCF in T+0 which, if things go right, may be 12x P/FCF in T+2 or 3 which is where I see more traditional value types hanging around these days.

 

People figured this out back in 2012/2013 and made a killing. I was not one of them. But, I have grown to respect the investment process for VC/growth equity/public tech investors a lot more since taking the time to really dig into the reasons why so much capital has flown into that asset class. I have found it especially useful to port some of those lessons over to my own investment process.

 

GTX was always a pass on day 1 from me, at least the equity. I mean, like you said it is a red headed stepchild who really only exists to carve-out liability from Honeywell. The business is just ok, I don't think they're a leader in the space or anything, and they have a lot of debt. You need a lot of things to go right with something like this. To your comment on GTX attracting value types...I certainly think this type of setup tends to attract "contrarian for contrarian's sake" type of investors.

 

I think the issue with the 50x P/FCF is explaining to your investors why you are buying these companies after selling them on a value strategy.  In your PA, it's easier to pivot. 

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