giofranchi Posted November 9, 2015 Share Posted November 9, 2015 That's one of the niceties of investing with Malone: You really can trust him doing stuff like this in an efficient way. There are great opportunities to create or destroy value for shareholders through acquisitions. He really has proven to be a guy who creates value through financial transactions. +1 Cheers, Gio Link to comment Share on other sites More sharing options...
rpadebet Posted November 9, 2015 Share Posted November 9, 2015 Does IRS wash sale rule apply if I swap LILA for LILAK? Link to comment Share on other sites More sharing options...
muscleman Posted November 9, 2015 Share Posted November 9, 2015 CWC's 2015 first 6 months EBITDA: 427 M dollars. Let's assume 850 Mn per year EBITDA. Current long term debt: 2.8 bn. If acquired at 5 bn market cap, the EV/EBITDA ratio is 9.17x. LILA's current market cap is 1.6 bn. Debt: 2.3 bn. EBITDA is not able to be found. Adjusted OIBDA number is $127 per quarter, so about 500 mn per year. My understanding is that adjusted OIBDA is somewhat equivalent to adjusted EBITDA. Please let me know if I am wrong. So the EV/EBITDA ratio is approximately 8x. I would argue that this may be a somewhat fair value deal with CWC. We won't know until we see the offer terms. Let's say we use your 500 mn EBITDA figure. You left out 238.2 mn cash and 63 mn fair value of derivatives in the LiLAC Group, so EV/EBITDA is about 7.3. You are right...... I looked at CWC's cash position. It is only 151 mn, so that only adjusts the EV/EBITDA to 9x. Using LILA at 7.3x to acquire CWC at 9x is definitely a dilution for currently LILA shareholders. In addition, I noticed that CWC's cable and broadband revenue isn't that strong, basically just in the Caribbean. In all other areas, this revenue figure is either pretty small or none. Therefore, it is kind of like acquiring a teleco at 9x instead of a cable business at 9x. I wonder what's your thought on this? Maybe we will have huge cable growth from here and it would be ok? I am a bit concerned here. Link to comment Share on other sites More sharing options...
Munger_Disciple Posted November 9, 2015 Share Posted November 9, 2015 According to CWC's web site, they have 3.7M mobile customers and 388K broadband customers. So it looks more like a merger of LILA's cable business with CWC's wireless business. They also have sub-sea and over the land fiber to support future internal growth as well as B2B, wholesale business. Link to comment Share on other sites More sharing options...
mevsemt Posted November 9, 2015 Share Posted November 9, 2015 When thinking about how a potential deal could be structured, don't forget CWC's tax assets ($5+ billion of UK capital losses and $3+ billion of US trading losses). Now, these assets are currently "stranded" at CWC since they have no UK/US operations. LiLAC wouldn't be able to use these assets either... at least not directly. But remember, LiLAC is a tracker, so I suppose it's possible for LBTY to send cash over to LiLAC to help fund the deal, and then immediately after the deal is closed LiLAC could send the UK tax asset over to LBTY. Essentially, this would "un-strand" the CWC UK tax asset since LBTY would be able to use it... Link to comment Share on other sites More sharing options...
ni-co Posted November 9, 2015 Share Posted November 9, 2015 When thinking about how a potential deal could be structured, don't forget CWC's tax assets ($5+ billion of UK capital losses and $3+ billion of US trading losses). Now, these assets are currently "stranded" at CWC since they have no UK/US operations. LiLAC wouldn't be able to use these assets either... at least not directly. But remember, LiLAC is a tracker, so I suppose it's possible for LBTY to send cash over to LiLAC to help fund the deal, and then immediately after the deal is closed LiLAC could send the UK tax asset over to LBTY. Essentially, this would "un-strand" the CWC UK tax asset since LBTY would be able to use it... Thanks, mevsemt, this is a great point. Shifting tax-losses is one of the main advantages Malone once mentioned when comparing tracking stocks to spin-offs, so it's highly probable that this will work which makes the whole deal even more attractive. I'm very curious how they are going to structure this deal in the end. I just can't see Malone realizing a huge taxable gain on his personal CWC stake and him accepting this "leakage". This is mostly independent from his role and interests in LBTYA/LILA. He wouldn't agree to that in an acquisition by a theoretical third party either and I don't think this transaction could go through without the consent of such a large CWC shareholder. Link to comment Share on other sites More sharing options...
mevsemt Posted November 9, 2015 Share Posted November 9, 2015 Well, hopefully they'll figure out a way to make the deal work... Another idea is they could offer both LiLAC AND LBTY shares in proportion to the relative values of CWC's operating assets and tax assets. It's possible CWC shareholders will be given an all stock option (which will make it tax efficient for Malone) as well as a cash/stock option. BTW I wonder if LiLAC could use CWC's US tax asset to shield gains from selling their Puerto Rico business... Remember, the PR asset currently has potential synergies that can only be realized by a US company (i.e. CHTR). Link to comment Share on other sites More sharing options...
wisborough Posted November 9, 2015 Share Posted November 9, 2015 CWC. March Year end. It will have about $2.6bn USD of debt. It has market cap currently of $4.8bn. and minorities worth about $1.5bn. So its EV excl. tax losses is $8.9bn. Its ebitda for fymarch 2016 is expected to be about $925mn. EV/EBITDA is 9.6x March 16. This will not include the full rate of its cost synergies ($125mln target) from its merger with Columbus earlier in the year - add approx $100mln on to this - so its on about 8.7x March 2016 pro forma for the synergies. It has a very inefficiently structured balance sheet. it has not tax relief on its debt. So on interest bill of c.$210mln per annum currently. As Liberty has taxable income in UK it can save almost $50mln a year on the interest bill alone via tax relief. so Malones entry into CWC was via selling his stake in Columbus to CWC. CWC was a struggling incumbent telco business with hugely underinvested assets- i wonder why he did it this way when he could have purchased Columbus for Liberty Global a year ago and then picked up the the CWC scraps on the cheap. Link to comment Share on other sites More sharing options...
loganc Posted November 10, 2015 Share Posted November 10, 2015 When thinking about how a potential deal could be structured, don't forget CWC's tax assets ($5+ billion of UK capital losses and $3+ billion of US trading losses). Now, these assets are currently "stranded" at CWC since they have no UK/US operations. LiLAC wouldn't be able to use these assets either... at least not directly. But remember, LiLAC is a tracker, so I suppose it's possible for LBTY to send cash over to LiLAC to help fund the deal, and then immediately after the deal is closed LiLAC could send the UK tax asset over to LBTY. Essentially, this would "un-strand" the CWC UK tax asset since LBTY would be able to use it... I haven't done much diligence on CWC and apologize for my ignorance, but could you point to where the tax assets are disclosed in the public financial statements? TYIA. Link to comment Share on other sites More sharing options...
ni-co Posted November 10, 2015 Share Posted November 10, 2015 When thinking about how a potential deal could be structured, don't forget CWC's tax assets ($5+ billion of UK capital losses and $3+ billion of US trading losses). Now, these assets are currently "stranded" at CWC since they have no UK/US operations. LiLAC wouldn't be able to use these assets either... at least not directly. But remember, LiLAC is a tracker, so I suppose it's possible for LBTY to send cash over to LiLAC to help fund the deal, and then immediately after the deal is closed LiLAC could send the UK tax asset over to LBTY. Essentially, this would "un-strand" the CWC UK tax asset since LBTY would be able to use it... I haven't done much diligence on CWC and apologize for my ignorance, but could you point to where the tax assets are disclosed in the public financial statements? TYIA. See note 2.7 (pages 111-112) in their annual report: The US$7,339 million (31 March 2014 – US$6,643 million) tax losses include UK capital losses of US$5,507 million (31 March 2014 – US$5,421 million). Tax losses have not been recognised as there are insufficient taxable profits to utilise those losses in future periods. Compare the sheer size of these losses with CWC's EV of ~$8bn. I think taxes could even be the main driver behind the transaction. Though usually capital losses can only be used to offset capital gains, CWC's losses can be of tremendous value for Liberty. By the way, Malone is holding his shares through a LLC holding. I don't know enough about US corporate tax law but there might be a way to structure so that his holding can accept a (part) cash offer without paying tax on the gains. Link to comment Share on other sites More sharing options...
muscleman Posted November 13, 2015 Share Posted November 13, 2015 When thinking about how a potential deal could be structured, don't forget CWC's tax assets ($5+ billion of UK capital losses and $3+ billion of US trading losses). Now, these assets are currently "stranded" at CWC since they have no UK/US operations. LiLAC wouldn't be able to use these assets either... at least not directly. But remember, LiLAC is a tracker, so I suppose it's possible for LBTY to send cash over to LiLAC to help fund the deal, and then immediately after the deal is closed LiLAC could send the UK tax asset over to LBTY. Essentially, this would "un-strand" the CWC UK tax asset since LBTY would be able to use it... I haven't done much diligence on CWC and apologize for my ignorance, but could you point to where the tax assets are disclosed in the public financial statements? TYIA. See note 2.7 (pages 111-112) in their annual report: The US$7,339 million (31 March 2014 – US$6,643 million) tax losses include UK capital losses of US$5,507 million (31 March 2014 – US$5,421 million). Tax losses have not been recognised as there are insufficient taxable profits to utilise those losses in future periods. Compare the sheer size of these losses with CWC's EV of ~$8bn. I think taxes could even be the main driver behind the transaction. Though usually capital losses can only be used to offset capital gains, CWC's losses can be of tremendous value for Liberty. By the way, Malone is holding his shares through a LLC holding. I don't know enough about US corporate tax law but there might be a way to structure so that his holding can accept a (part) cash offer without paying tax on the gains. I think what will happen is that stock is issued to exchange with CWC and then a buyback is announced. This is indirect cash offer but saves the tax payment. We will see how this goes. If it is LILA shares or Liberty Global shares. Link to comment Share on other sites More sharing options...
Liberty Posted November 16, 2015 Author Share Posted November 16, 2015 Liberty Global Announces Recommended Share Acquisition of Cable & Wireless Communications http://www.businesswire.com/news/home/20151116006312/en/Liberty-Global-Announces-Recommended-Share-Acquisition-Cable Link to comment Share on other sites More sharing options...
rogermunibond Posted November 16, 2015 Share Posted November 16, 2015 So it looks like most of CWC will end up in LBTYA/LBTYK and about 20% or in LILA/LILAK. Interesting comment in the release that the Liberty intergroup holding of CWC could end up getting spun out to LILA/LILAK shareholders eventually. Link to comment Share on other sites More sharing options...
Guest neiljgsingh Posted November 16, 2015 Share Posted November 16, 2015 Buffett and Lou Simpson both added modest positions in LILAC last quarter: http://www.dataroma.com/m/activity.php?sym=LILAK&typ=a Link to comment Share on other sites More sharing options...
marazul Posted November 16, 2015 Share Posted November 16, 2015 They did not purchase any LILA. They owned LBTY so they received those shares. Link to comment Share on other sites More sharing options...
folivera13 Posted November 16, 2015 Share Posted November 16, 2015 So it looks like most of CWC will end up in LBTYA/LBTYK and about 20% or in LILA/LILAK. Interesting comment in the release that the Liberty intergroup holding of CWC could end up getting spun out to LILA/LILAK shareholders eventually. LBTYA/K would receive spin-off of intergroup interest. Current LILA/K would not receive the intergroup interest. Link to comment Share on other sites More sharing options...
ni-co Posted November 16, 2015 Share Posted November 16, 2015 This offer is carefully crafted to disguise which shareholder group ends up with which ratio of LBTYA/K vs LILA/K shares. After the first careful read of the whole thing I still don't know which one to choose to receive the maximum LILA/K amount. I'm tempted to just go with Malone. What exactly is the difference between Dual Share offerings I (Malone) and II, and the LiLAC Alternative of the "Recommended" Offer? My first impression is that the "blended" rates of the offers are more or less just a nominal amount and not the real value of the offer. Why would Malone and the others accept lower prices? Link to comment Share on other sites More sharing options...
muscleman Posted November 16, 2015 Share Posted November 16, 2015 This offer is carefully crafted to disguise which shareholder group ends up with which ratio of LBTYA/K vs LILA/K shares. After the first careful read of the whole thing I still don't know which one to choose to receive the maximum LILA/K amount. I'm tempted to just go with Malone. What exactly is the difference between Dual Share offerings I (Malone) and II, and the LiLAC Alternative of the "Recommended" Offer? My first impression is that the "blended" rates of the offers are more or less just a nominal amount and not the real value of the offer. Why would Malone and the others accept lower prices? I read through this and also cannot understand the differences between I and II. Link to comment Share on other sites More sharing options...
Munger_Disciple Posted November 16, 2015 Share Posted November 16, 2015 From the press release: The Offer includes three alternative proposals which CWC shareholders can elect to receive, as described in detail in the Rule 2.7 announcement: a recommended proposal and two alternative proposals. CWC shareholders are encouraged to review that document for details. Where can one find this Rule 2.7 announcement? Link to comment Share on other sites More sharing options...
jay21 Posted November 16, 2015 Share Posted November 16, 2015 Here: http://www.libertyglobal.com/pdf/press-release/11-16-Liberty-Global-Announces-CWC-FINAL-COMPLETE.pdf Link to comment Share on other sites More sharing options...
Munger_Disciple Posted November 16, 2015 Share Posted November 16, 2015 Thanks jay21! Link to comment Share on other sites More sharing options...
ni-co Posted November 17, 2015 Share Posted November 17, 2015 So it looks like most of CWC will end up in LBTYA/LBTYK and about 20% or in LILA/LILAK. Interesting comment in the release that the Liberty intergroup holding of CWC could end up getting spun out to LILA/LILAK shareholders eventually. This is very cleverly structured if you look at it from the goal of maximizing your LiLAC holdings. As a normal minority shareholder you have an incentive to elect the Recommended Offer and then go for the LiLAC Alternative. If all the minority shareholders do this, however, they'll end up with a smaller percentage of LiLAC than the major shareholders (hint: take a look at the maximum amounts of LiLAC shares for each offer). If the minority shareholders saw this and, therefore, collectively elected either Dual Share Offer I or II they'd be even worse than by staying with the Recommended Offer + LiLAC Alternative. In other words, the fewer shareholders choose the Recommended Offer + LiLAC Alternative the more attractive it becomes, and vice versa. This is game theory at its finest. It's almost certain that Malone and the other majority shareholders will end up with a larger than proportional LiLAC stake. Link to comment Share on other sites More sharing options...
Munger_Disciple Posted November 17, 2015 Share Posted November 17, 2015 From the press release: If the transaction closes, utilization of CWC’s US and U.K. deferred tax assets would be restricted and we believe that material realization of the benefits of those assets would be unlikely. Any comments on this? They seem to imply that deferred tax assets will not be useful. Link to comment Share on other sites More sharing options...
Liberty Posted November 18, 2015 Author Share Posted November 18, 2015 Interview with the CWC CEO: http://www.bloomberg.com/news/videos/2015-11-17/c-w-ceo-liberty-global-deal-brings-content-scale Link to comment Share on other sites More sharing options...
Munger_Disciple Posted November 18, 2015 Share Posted November 18, 2015 It is clearly a great deal for CWC shareholders and Malone, but given the lack of tax benefits, it begs the question: Is it a good deal for Liberty Global (Liberty Global Group & LiLAC Group) shareholders? Link to comment Share on other sites More sharing options...
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