Dennis McCarthy – (213) 222-8260 – email@example.com -
I think we’re beginning to see a change in investor attitude about companies holding substantial cash.
Over the last several years, as we came out of the great recession, many companies accumulated cash, often in amounts well in excess of any foreseeable need.
For a time, investors’ reacted with relief that companies held cash in order to respond to unpredictable economic events and capital markets.
Now, investors seem less worried about companies facing unpredictable events and are more concerned about the return on their investments.
These investors, recognizing that the major economies of the developed world have slowed dramatically, are worried about the implications for earnings growth and stock price appreciation within their portfolios.
We’re starting to see investors press companies to use their cash to grow or return the cash to investors through dividends or stock buybacks.
The recent battle between Apple and Greenlight Capital has been cited as an example of this shift in investor sentiment.
Without getting into the details here, this battle seems more about how to return capital rather than whether to return capital.
Apple’s public filings (link) clearly indicate its position that it has extra cash and intends to return capital.
Apple appears to me to be more forthright about its situation than many or most other public companies.
So, I’ll be watching this issue play out.
How fast will investor sentiment change on companies holding cash hoards?
How much influence will investors have on companies’ use of cash?
How will companies use their cash? We’ve already seen more stock buybacks. Will we see a surge in M&A? Will we see an increase in the creation of dividend preferred stock?
This is an issue with significant capital market implications.
As always, please contact me to help your company with any capital market transaction.
Dennis McCarthy – (213) 222-8260 – firstname.lastname@example.org
When I posted, “Living with no growth”, I suggested that we rethink some of our widely held assumptions, which are based on continued growth.
At that time, the most common response from viewers was denial, “no growth, not my world”.
And, to be fair, there’ll be pockets of growth, no doubt, but, in general, the global economy is slowing. There’s no denying it.
So, if you run a company facing this slow to no growth environment, how do you respond?
Specifically, how do you deal with Wall Street when earnings growth is hard to come by?
The first response of many companies is to cut costs. Many companies, however, are already running lean and mean so there’s not much room to cut costs any more, and some costs, for example, health and workers comp insurance, just keep rising.
The related response, raising prices is probably a non-starter in the face of today’s softening demand and increased competition.
So how do you keep Wall Street happy? Here are a couple more ideas.
One. Many public companies are initiating or increasing their stock buyback programs.
Last month, companies announced $45 billion in new or expanded stock buyback programs.
Two. Initiate or increase a dividend on your stock. As I reported in my post “Offer Yield Securities – What Investors Want”, increasingly, investors look for current yield if there’s slow or no growth. And you know, with today’s low interest rate environment it doesn’t take much to offer an attractive yield.
Three. Your company could increase its financial leverage. Your company could raise debt to grow or buyback equity. Borrowing rates are at record lows so you may be able to put the money to work efficiently to make this move pay.
Four. Get economies of scale by combining with another synergistic company.
If you can acquire or merge with a company at a reasonable price, you may be able to give your bottom line a boost by eliminating duplicate costs.
So, the message is, once we recognize that our environment has changed, that global growth is slowing, we can focus on practical responses
I can help you to evaluate your options and take the best actions. Contact me now.
On Youtube, next to my posts about interest rate risk such as “Behind the Headlines on Interest Rates” were a series of videos which visually chronicle the history of US Treasury interest rates along the maturity curve for the last 50 years with commentary by Dr. Donald R. van Deventer, founder of Kamakura Corporation. Displayed above is one of the videos entitled, “50 Years of Forward Rate Movements”.
In a great example of a picture is worth a thousand words, or in this case, 12,300 days of data, one can quickly sense (i) historical levels of benchmark US Treasury interest rates, (ii) the variations from the expected or classical term rate structure (which is more common than one would think), and (iii) the amazing volatility in benchmark US Treasury rates.
As my post “Behind the Headlines on Interest Rates” explains, there’s more to what a company pays in interest rates than just the benchmark US Treasury rates but this reveals the variability in those benchmarks themselves.
The Federal Reserve announced that economic factors “are likely to warrant exceptionally low levels for the federal funds rate at least through late 2014.”
This will, no doubt, influence interest rates through this period, but this is not the sole determinant of a company’s interest rate as noted in my post “Seems Smart Now“.
For example, the debt market for corporations, both large and small, is influenced by supply and demand factors in addition to the benchmark federal funds rate. The predicted reduction in demand for corporate debt by collateralized loan obligation (CLO) funds suggests that companies may see higher new issue interest rates. In contrast, any increase in demand by other lenders such as high yield bond and “relative value” investors may ease rates.
The recent post, “No Loan Left Behind“, by Randy Schwimmer of Churchill Middle Market Finance, now a unit of The Carlyle Group, describes these supply and demand forces at work on the larger size loan market (size above $100 million).
To support Randy’s view that high yield investors are supplying critical demand, this week one of my clients successfully priced its first high yield bond replacing other financing sources.
My message is that while Fed action gets the headlines, there are several other factors at work, behind the headlines, which influence a company’s debt rate.
Well, no sooner did I post “It’s Déjà Vu All Over Again” than I started getting requests for suggestions of what to include on a company’s M&A defense checklist.
You know, it’s simply good practice for a company to periodically review its M&A defenses.
But now, the task of reviewing a company’s M&A defenses takes on greater urgency. The risk of a company getting an unsolicited offer is higher than usual now because many large companies are loaded with cash but short on revenue growth.
So what would I recommend for the checklist?
Please understand, I’m not necessarily recommending implementation of these provisions but rather suggest they be on your company’s M&A defense review list.
First on my list is a recent hot topic – proxy access rules and advance notice bylaw provisions. Public companies should be aware of recent developments and consider updating to what’s known as “second generation” provisions.
Next on my list would be a couple charter provisions which slow aggressors. These would be (i) restrictions on a shareholder’s ability to call a special meeting, and (ii) a prohibition on shareholder action by written consent.
Of course, we can’t forget the “poison pill” or shareholder rights plan. While poison pills have declined in popularity over the last decade, we’ve seen several recent instances, Barnes & Noble, Airgas and Lions Gate, where a pill has played a key role in a company’s M&A defenses.
Even if you have a pill in place, there are a couple developments to note. One development is the special purpose pill which, for example, may be used to dissuade a shareholder from triggering tax law change of ownership provisions which impairs use of a company’s net operating loss. The second development involves expanding the definition of beneficial ownership to include sophisticated new forms of corporate ownership now available.
Another checklist item would be the classified or “staggered” board, where only a portion of the board members, typically a third, are up for shareholder vote each year. This slows an aggressor’s efforts to change a board through a proxy battle. A staggered board plus a pill is a powerful defensive combination.
Another defense provision is the supermajority vote which requires a high percentage of shareholders to approve an action, that is, once you’ve got your defense provisions in place.
In contrast, if your company permits cumulative voting, a small but organized minority shareholder group might be able to install a board member despite the group’s small ownership.
Certain states laws permit additional defenses or variations on these provisions. For example, certain states permit what are known as constituency statutes which enable a board to consider the impact of an acquisition on constituencies including employees or the community, rather than just shareholders. Depending upon your state, these extra features may be useful.
I would note here that some defense provisions can be implemented unilaterally by board action. Others require shareholder approval which affects implementation feasibility.
In addition to these items, there are a number of tactical actions like stock buybacks and recapitalizations which can be used defensively in response to or to pre-empt hostile activity.
I recommend that a company set aside time at an upcoming board meeting for a review of its M&A defense provisions. Company management, its attorneys, bankers and IR professionals can brief the board and make recommendations.
I can help your company to review its defenses in a timely and cost efficient manner. It’s better to be prepared.
A frequent response to my post “Living with No Growth” focused on the argument that the US will benefit from continued growth in Asia, particularly China, to escape a slow to no growth world.
While the optimist in me hopes this is true, the message I’m getting from reputable sources in China is that its economy is experiencing stresses which may result in a “harder landing” than had been hoped. The benefit to the US, therefore, may be less than expected.
One of my sources on developments in China is Patrick Chovanec whose Bio and bloglink is below:
Patrick Chovanec (程致宇) is an associate professor at Tsinghua University’s School of Economics and Management in Beijing, China, where he teaches in the school’s International MBA Program. His insights into Chinese business, economics, politics, and culture have been featured by international media including CNN, BBC, Time, Newsweek, Wall Street Journal, Financial Times, Bloomberg, New York Times, Washington Post, Forbes, Foreign Policy, The Atlantic, PBS, NPR, and Al Jazeera. He is a regular guest commentator on Chinese Central Television (CCTV-9) and China Radio International (CRI), and serves as Chairman of the Public Policy Development Committee for the American Chamber of Commerce in China.