Monthly Archives: December 2016

Farewell, dissonant 2016.

Many things will be written about the events of 2016.

The populist victories in the US election and the UK Brexit vote will no doubt have some of the biggest impacts amongst the developed world. Dissatisfaction amongst the middle class across the developed world at their declining fortunes and prospects, aligned with the usual disparate minorities of malcontent, has forced a radical shift in support away from the perceived wisdom of the elite on issues such as globalisation. The strength of the political and institutional systems in the US and the UK will surely adapt to the 2016 rebuff over time.

The more fundamental worry for 2017 is that the European institutions are not strong enough to withstand any populist curveball, particularly the Euro. With 2017 European elections due in France, Germany, Netherlands and maybe in Italy, the possibility of further populist upset remains, albeit unlikely (isn’t that what we said about Trump or Brexit 12 months ago!).

The 5% rise in the S&P 500 since Trump’s election, accounting for approx half of the overall increase in 2016, has made the market even more expensive with the S&P 500 currently over 60% of its historical average based upon the 12 month trailing PE and the Shiller CAPE (cyclically adjusted price to earnings ratio, also referred to as the PE10). A recent paper by Valentin Dimitrov and Prem C. Jain argues that stocks outperform 10-year U.S. Treasuries regardless of CAPE except when CAPE is very high (the current CAPE is just above the “very high” reference point of 27.6 in the paper) and that a high CAPE is an indicator of future stock market volatility. Bears argue that the President elect’s tax and expansionary fiscal policies will likely lead to higher interest rates and inflation in 2017 which will further strengthen the dollar, both of which will pressure corporate earnings.

Critics of historical PE measures like CAPE, such as Jeremy Siegel in this paper (previous posts on this topic are here and here), highlight the failings of using GAAP earnings and point to alternative metrics such as NIPA (national income and product account) after-tax corporate profits which indicate current valuations are more reasonable, albeit still elevated above the long term average by 20%-30%. The graph below from a Yardeni report illustrates the difference in the earnings metrics.

click to enlargenipa-vrs-sp500-earnings

Bulls further point to strong earnings growth in 2017 complemented by economic stimulus and corporate tax giveaways under President Trump. Goldman Sachs expects corporations to repatriate approx $200 billion of overseas cash and to spend a lot of it buying back stock rather than making capital expenditures (see graph below) although the political pressure to invest in the US may impact the balance.

click to enlargesp500-use-of-cash-2000-to-2017

The consensus amongst analysts predict EPS growth in 2017 in the high single digits, with many highlighting further upside depending upon the extent of the corporate tax cuts that Trump can get past the Republican congress. Bulls argue that the resulting forward PE ratio for the S&P 500 of approx 17 only represents a 20% premium to the longer term average. Predictions for the S&P 500 for 2017 by a selection of analysts can be seen below (the prize for best 2016 prediction goes to Deutsche Bank and UBS). It is interesting that the average prediction is for a 4% rise in the S&P500 by YE 2017, hardly a stellar year given their EPS growth projections!

click to enlargesp500-predictions-2017

My best guess is that the market optimism resulting from Trump’s victory continues into 2017 until such time as the realities of governing and the limitations of Trump’s brusque approach becomes apparent. Volatility is likely to be ever present and actual earnings growth will be key to the market story in 2017 and maintaining high valuation multiples. After all, a low or high PE ratio doesn’t mean much if the earnings outlook weakens; they simply indicate how far the market could fall!

Absent any significant event in the early days of Trump’s presidency (eh, hello, Mr Trump’s skeleton cupboard), the investing adage about going away in May sounds like a potentially pertinent one today. Initial indications of Trump’s reign, based upon his cabinet selections, indicate sensible enough domestic economy policies (relatively) compared with an erratic foreign policy agenda. I suspect Trump first big foreign climb down will come at the hands of the Chinese, although his bromance with Putin also looks doomed to failure.

How Brexit develops in 2017 looks to be much more worrying prospect. After watching her actions carefully, I am fast coming to the conclusion that Theresa May is clueless about how to minimise the financial damage from Brexit. Article 50 will be triggered in early 2017 and a hard Brexit now seems inevitable, absent a political shock in Europe which results in an existential threat to the EU and/or the Euro.

The economic realities of Brexit will only become apparent to the UK and its people, in my view, after Article 50 is triggered and chunks of industry begin the slow process of moving substantial parts of their operation to the continent. This post illustrates the point in relation to London’s insurance market. The sugar high provided by the sterling devaluation after Brexit is fading and the real challenge of extracting the UK from the institutions of the EU are becoming ever apparent.

Prime Minister May should be leading her people by arguing for the need for a sensible transition period to ensure a Brexit logistical tangle resulting in unnecessary economic damage is avoided. Instead, she acts like a rabbit stuck in the headlights. Political turmoil seems inevitable as the year develops given the current state of the UK’s fractured political system and lack of sensible leadership. The failure of a coherent pro-Europe political alternative to emerge in the UK following the Brexit vote, as speculated upon in this post, is increasingly looking like a tragedy for the UK.

Of course, Trump and Brexit are not the only issues facing the world in 2017. China, the Middle East, Russia, climate change, terrorism and cyber risks are just but a few of the issues that seem ever present in any end of year review and all will likely be listed as such in 12 months time. For me, further instability in Europe in 2017 is the most frightening potential addition to the list.

As one ages, it becoming increasingly understandable why people think their generation has the best icons. That said, the loss of genuine icons like Muhammad Ali and David Bowie (eh, sorry George Michael fans) does put the reality of the ageing (as highlighted in posts here and here) of the baby boomer generation in focus. On a personal note, 2016 will always be remembered by me for the loss of an icon in my life and emphasizes the need to appreciate the present including all of those we love.

So on that note, I’d like to wish all of my readers a prosperous, happy and healthy 2017. It looks like there will be plenty to write about in 2017…..

A gaggle of bankers

How many investment bankers does it take to change a lightbulb? Well there are numerous jokes on that. Here’s one: two – one to take out the bulb and drop it and another one to sell it before it crashes!

In the case of the Level 3 (LVLT) and Centurylink (CTL) proposed merger (see previous post), it took no less than five investment banking firms according to the recent S4 filing to get a deal agreed. Centurylink had Bank of America Merrill Lynch and Morgan Stanley as its main advisors with Evercore added for another fairness opinion. Level 3 had Citi as its main advisor with Lazard for another fairness opinion.

The S4 also reveals that there was no auction process. Although both sides have no doubt talked to many potential partners about deals (both telecom firms have extensive M&A experience) in the recent past, this merger proposal really got started after discussions with the CEOs in May, initially about a LVLT purchase of CTL’s business segment and a tracking stock on the consumer business. The tracking stock idea quickly got dumped with the cash and share purchase of LVLT by CTL discussed in principle in September with the details agreed in October. Given the breakup fee is only around $2 a share for any alternative bidder, LVLT decided it was best to nail down the deal with CenturyLink rather than look for other deals. The S4 stated the following:

In light of the premium being proposed by CenturyLink, Level 3 management’s view of the relatively low likelihood of any potential alternate bidder being willing to make a superior proposal within a short time frame and the risk of potential leaks raised by pursuing such a pre-signing market check, coupled with the ability of any potential interested bidder to submit a competing offer following the signing of a definitive agreement with CenturyLink and the ability of Level 3 to terminate any definitive agreement with CenturyLink post-signing to accept a superior proposal from another bidder, the Level 3 Board determined at that time to continue pursuing the transaction proposed by CenturyLink without approaching other parties.

Relying on investment bankers to give fairness opinions could be viewed with scepticism by anybody with a memory and a sense of humour. However, in this case, I believe that the strategy is a sensible one for shareholders. The business segment of CTL and LVLT clearly makes sense as a match up with the possibility of significant synergies (more I think than has been assumed). The consumer side of the merged entity can always be offloaded at an opportune time in the future. Also, any other potential bidders of LVLT, such as Comcast or a technology firm like Goggle or Microsoft, will be forced now to act if they want the unique assets of the firm. My sense is that the possibility of another bidder emerging over the coming months remains low.

The financial projections, shown below, from management of each firm on a standalone basis are presented in the S4 and make for interesting reading.

click to enlargecenturylink-level3-projections

The projections for LVLT show higher capex figures for 2016 and 2017 than analyst estimates. From 2017 onwards, LVLT’s estimates of revenue are higher than analyst estimates whilst the resulting EBITDA is lower. This suggests a slower progression in EBITDA margins than analysts’ expectations with a figure closer to 35% and stable over the medium term. For CTL, the longer term revenue growth figures from the firm are more aggressive than analysts with EBITDA margins drifting down to the 35% level and below over the medium term.

It is unclear how many adjustments have been made by advisors to the figures provided by management of both firms. I am not that familiar with CTL’s figures but the LVLT figures look reasonable enough. The fairness opinions generally state that they reviewed the figures provided and the assumptions behind them without actually coming up with their own figures. The valuations of a standalone LVLT in an M&A context, and the assumptions behind the methods used, outlined in the S4 are shown below.

click to enlargelevel-3-valuations-from-s4-december-2016

The valuations are generally consistent around a $60 per share level, varying from $50 to $70. Most include the value of the NOLs with Citi estimating their value separately at approximately $7 per share. A number of the bankers also valued the targeted synergies of the deal assuming 100% of these were assigned to LVLT shareholders. These estimates and the valuations of a standalone CTL are shown below.

click to enlargelvlt-and-ctl-valuations-from-s4-december-2016

Comparing the average LVLT standalone valuations and those including the synergies shows a value of $25 per share (i.e. $84-$59), assuming shareholders get 100% of the synergies. That assumption is clearly unrealistic. If 50% of the synergies were assigned to LVLT shareholders (who will get 49% of the combined entity), than a reasonable expectation in the longer run would be a value equivalent to $72 per share. As can be seen below, this is equivalent to a share price of $32 per share for CTL under the merger terms. BofA Merrill Lynch and Morgan Stanley in the S4 calculated a proforma value of CTL after the merger (with the synergies realised) of $34.75 which would put the value of the deal to LVLT shareholders around $76 per share, as below.

click to enlargecenturylink-level-3-merger-deal-2

With CTL’s stock still trading just over $24, there is obviously a lot that can happen before this proposed merger closes. And even more time before the deal synergies are realised. One thing is for sure through, the investment bankers are making out well as the exhibit on their fees below shows. $25 million alone for a few week’s work to provide the fairness opinions is outrageous.

click to enlargegaggle-of-bankers

The amount of such fees investment bankers get away with charging always boggles the mind and shows what a closed shop the business still is. Whatever happens to LVLT and CTL shareholders, these masters of the universe always make out like bandits.

London Isn’t Calling

In a previous post, I reproduced an exhibit from a report from Aon Benfield on the potential areas of disruption to extract expenses across the value chain in the non-life insurance sector, specifically the US P&C sector. The exhibit is again reproduced below.

 click to enlargeexpenses-across-the-value-chain

The diminishing returns in the reinsurance and specialty insurance sector are well known due to too much capital chasing low risk premia. Another recent report from Aon Benfield shows the sector trend in net income ROE from their market representative portfolio of reinsurance and specialty insurers, as below.

click to enlargenet-income-roe

It’s odd then in this competitive environment that the expense ratios in the sector are actually increasing. Expense ratios (weighted average) from the Willis Re sector representative portfolio, as below and in this report, illustrate the point.

click to enlargewillis-re-expense-ratios

The 2016 edition of the every interesting S&P Reinsurance Highlights, as per this link, also shows a similar trend in expense ratios as well as showing the variance in ratios across different firms, as below.

click to enlargesp-expense-ratios

Care does need to be taken in comparing expense ratios as different expense items can be included in the ratios, some limit overhead expenses to underwriting whilst others include a variety of corporate expense items. One thing is clear however and that’s that firms based in the London market, particularly Lloyds’, are amongst the most top heavy in the industry. Albeit a limited sample, the graph below shows the extent of the difference of Lloyds’ and some of its peers in Bermuda and Europe.

click to enlargeselect-expense-ratios

Digging further into expense ratios leads naturally to acquisitions costs such as commission and brokerage. Acquisition costs vary across business lines and between reinsurance and insurance so business mix is important. The graph below on acquisition costs again shows Lloyds’ higher than some of its peers.

click to enlargeselect-acquisition-cost-ratios

Although Brexit may only result in the loss of fewer than 10% of London’s business, any loss of diversification in this competitive market can impact the relevance of London as an important marketplace. Taken together with the gratuitous expense of doing business in London, its relevance may come under real pressure in the years to come. London is, most definitely, not calling.