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thanks for the thoughts from both of you - definitely very interesting game theory here.

 

it seems like Dr. A's point about PFIC status are under appreciated.  basically, Aimia can't just sell PLM, so Aeromexico's only option to take ownership would be to try to buy all of Aimia, but it seems like there is a blocking position in place.

 

If that is the case, then Aeromexico's options are to either:

1) wait a decade and try to build out a competitive offering. 

      -  The operational hurdles here would be very high - note that Air Canada has had problems just making changes to Aeroplan, let alone building a whole new offering from scratch.

      -  this would be status quo, at a time where it seems like aeromexico could use a couple hundred million bucks

      -  ultimately aeromexico is going to want/need 100% control, so it might be worth just waiting it out

 

or 2) pursue the dividend recap

      -    no operational hurdles

      -    a few hundred million bucks never hurt anyone

      -    perhaps they can structure something where the two sides agree to do the leveraged recap in exchange for aeromexico having an option to buy the whole thing at a fixed multiple at some point in the future.  For example - agree to a dividend recap and agree that aeromexico has a call option at 8x EBITDA in 2028 (just making that up - but you get the point).

 

it seems like for Aimia shareholders option 1 is not very exciting in terms of near term impact, although assuming the activists can do something with the loyalty business (shut it down/sell?) and really get a tight handle on corporate costs and then make an acquisition to build some excitement then things could still work very well over time.  Option 2 would be a complete home run for Aimia shareholders in the near term.

 

 

Switching gears - i think in their Q3 letter MIM said 11x EBITDA for Virgin Australia/Velocity, but the source doc says 16.0x.  Is that just reflective of IFRS 16?  or perhaps backing out the points liability from the EV?

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Velocity being quoted at 16x EBITDA by Virgin Australia, but that includes the points liability.  without it should be about 11x.  economically the lower multiple is more reflective of the cash reality and is the industry convention for quoting these multiples.  i think in quoting the higher multiple VA is hoping some of that rubs off on their stock as they own it all now.

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just rereading the thread here as well as some commentary on other message boards.  there seems to be a view that Mittleman/Frischer were behind the recent buybacks.  The more i think about that, the more I think that view is wrong.  If you go back through Mittleman's letters, in one of them they talk about how attractive the preferred shares are as a way to finance the business.  basically perpetual cheap debt.  yet, the company just did a tender offer for the prefs, which makes absolutly no sense if you are solely focused on the common, as is the case for Mittleman and Frishcher.  I think that suggests that the  old board insisted on the $4.25 price for the common and the repurchase of the prefs as terms of their agreeing to step down. 

 

in my view, over paying for the common and buying the prefs at all can only be justified if they were deliberate attempts by the old board to weaken the resources and position of the new board.  i realize this isn't any kind of major breakthrough here, but if we have evidence that suggests that the old board was trying to weaken the position of the new board, i think  that the valuation performed by Alexander Capital should be viewed in that light.

 

in other words, it is totally possible that the old board instructed Alexander Capital to come up with a low ball valuation just to handicap the new board, so keep that in mind when using the Alexander valuation as a reference point.

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^Perhaps useful to think of this exercise as a way to define the best way to unlock value. :)

Looking to be convinced.

From strategy to valuation and back.

 

-Strategy

Are you suggesting that the valuation report came up with a low valuation and that the 4.25 buyback price was high even if 4.25 was somewhat lower than the lower range of the Alexander report??

 

-Valuation

How can a buyback at 4.25 be detrimental when the fair value assessment is way higher than what is estimated for the common equity (and prefs at par)?

 

-Strategy and valuation

Whatever happened before, the outcome of this investment (especially common equity but also preferred equity) will be related to:

1-the way value is unlocked at PLM

2-the investment acumen and results of MIM and others

 

For 1-, shareholders in Aimia before 2016, in Multiplus and in Smiles, eventually after, were surprised by the turn of events (anchor partner) and value recovery suffered. Why? Even after Air Canada announced the non-renewal, there was widespread institutional feeling that investments in Multiplus and Smiles were secure (I can supply a Credit Suisse report if required). What objective criteria suggest that MIM and others will be able to obtain a more favorable result? Where are the credentials in loyalty and in financial dealings with predators?

For 2-, I'm in the process of reviewing MIM's past investment record. There are areas of strength and the value theme is present. However, they have not done well in the last 6 years (absolute and relative) and, so far, the conclusion I come to is that they have switched to levered and risky bet plays which may eventually pay off but which also may hurt results ++. For example, take Revlon. This is a company that can be assessed by attributing probabilities to various outcomes. MIM expects value recovery form an outside party making selective or outright acquisition(s). It's possible. However, in my own humble assessment, I come to a weighted intrinsic value below where the shares are trading because the most likely outcome may be that Mr. Ron Perelman opportunistically makes an offer in an environment where minority holders will not be able to refuse (perhaps in a similar trap that is being set up for PLM). They keep mentioning that mean reverting forces should eventually help results but I've never found that this explanation, by itself, to be enough to become comfortable with a strategy or an investor.

www.mittlemanbrothers.com/performance/

So, I'm slowly running out of conviction as it seems to me that Aimia's future hinges on unsubstantiated hope, expectations and optimism.

 

Note to Dr. A: In the late 90's, I got interested in the Fairfax story and, based on valuation and sufficient trust perspectives, in the following years, I invested significant portions of my portfolios (including my children's accounts, and, at times, using significant leverage) in Fairfax securities but I absolutely don't come to the same conclusion for Aimia now (for both the valuation and trust perspectives).

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i am suggesting that it is at least possible that the old board deliberately tried to destroy value and/or prevent the future realization of value under MIM in an attempt to appease shareholders that had supported them in the past.  in other words, i do think the 4.25 buyback price was high - not in relation to intrinsic value, but in relation to market conditions.  any dope can look at the results of the first tender and how over subscribed it was and realize that you could try to pay a lot less the second time around.  when you factor in a clear shift in strategy going forward, you have to know there are some people who will just want out.  if you are acting as a fiduciary to ALL shareholders you would try to pay the lowest price possible.  if you are just trying to help out exiting shareholders who are exiting b/c they had supported you, then you would try to pay more. 

 

that is for the common.

 

there is absolutely no way to justify tendering for the prefereds if you care about the long term potential of the business.

 

to be clear - i still think 4.25 was accretive - but there is zero doubt in my mind they could have done a dutch tender with the range significantly lower and gotten filled at the lower end, or even just a regular tender at 4.00 or 3.85 even and gotten filled.  i think based on the amount of oversubscription at $4.25 you will have to agree with this assessment Cigarbutt.

 

the point is, i don't think the recent buybacks were MIM's / Frischer's idea, and yes i am suggesting that if the old board deliberately failed to do what was best for shareholders in an attempt to reduce the resources that the new board will have, then it is also possible that the old board deliberately encouraged a valuation report that understated the real value of the company.  now, of course valuation is subjective - and alexander could and did justify there valuation quite easily.  all i am saying though is that i don't think the old board fought for a higher valuation report which could then be used as a negotiating tool with aeromexico or delta.

 

 

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i do think the 4.25 buyback price was high - not in relation to intrinsic value, but in relation to market conditions.

 

You could say that about the preferred buyback prices too -- by the looks of the response.  Some of the preferred issues were even more oversubscribed than the common was.

 

This BOD has no feel for markets or capital allocation.  That's been their MO - panicky, public-relations-driven capital allocation decisions that make them collectively look like the "patsy at the poker table".

 

wabuffo

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Cigarbutt,

 

My Fairfax analogy was from the change-over in 1985, when the stock closed at half of its book value in that first year in which Prem took over and hired his money management firm to manage its insurance funds.  I think given the severe downturn in underwriting results that business produced in the years leading up to that point, and Prem's limited track record at that point, and the conflicts of interest, what a leap of faith it must have required to invest then, and wouldn't Aimia seem far less risky at this moment.  that was my only point in making that comparison.

 

But I think the Fairfax example that you gave, which you experienced, is especially instructive from the time frame in which you got involved.  After an incredible run from 1985 to 1999, Fairfax (FFH CN) began a 6-year stretch of severe under-performance.  Book value per share was C$226 on 12/31/99 and C$160 on 12/31/05, a 29% decline over a 6-year period in which the TSX total return was +48%.  The stock price was down from C$246 on 12/31/99 to C$168 on 12/31/05 (-32%, -29% with dividends) after briefly hitting a low of C$57 on 1/20/03.  But despite that harrowing period of severe under-performance, anyone who held on saw a return to market beating results, such that the past 20 years from 12/31/99 to 12/31/19 has seen a CAGR of 6.44% from the shares' total return vs. 6.23% from the TSX, and book value per share is expected to close 12/31/19 at C$613, a less impressive 5.1% CAGR over those 20 years.

 

Clearly, you found the necessary confidence to believe in a return to out-performance despite that extended period of poor results from Fairfax from 1999 to 2005. 

 

I find it much easier to do so here with Aimia because I think the core business here (PLM) is much more attractive and less confusing than the myriad of insurance and reinsurance companies that comprise Fairfax.  But I will admit that I did not invest in Fairfax during that most opportune period.  I considered it seriously during the time it went from C$100 to C$57 in 2002-2003, but the short sellers' reports really spooked me, and i found things that I liked better (late 2002 was a great time to be hunting for bargains), so I didn't buy Fairfax then and I regret that.  congrats to you for having done so and for being long this little Fairfax wannabe.  I take that as an encouraging sign despite your more short-term time horizon on this one and more conservative view of fair value.

 

- Dr. Aybolit

 

 

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Fair enough Dr. A.

The past is relevant in so far that it may help to define mispricings, whether to be discovered shortly or in the long run and poor past performance does often result in a perception that may contribute to mispricings but it's the future that counts.

 

For Aimia,

-I don't presently like the idea of putting 20% excess cash in Revlon, for instance.

-And if I were Aeromexico, I would have an idea what to do for PLM, at this point; scenarios which won't be disclosed on a public forum and for which I hope our new wannabes are ready to deal with.

 

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Fair enough Dr. A.

The past is relevant in so far that it may help to define mispricings, whether to be discovered shortly or in the long run and poor past performance does often result in a perception that may contribute to mispricings but it's the future that counts.

 

For Aimia,

-I don't presently like the idea of putting 20% excess cash in Revlon, for instance.

-And if I were Aeromexico, I would have an idea what to do for PLM, at this point; scenarios which won't be disclosed on a public forum and for which I hope our new wannabes are ready to deal with.

 

what makes you think that 20% of excess cash would go into Revlon?  or that any of the excess cash would go into any of MIM's positions? it is certainly possible, and some of their names i'd love to hold - but i don't think there is any indication that that is what is going to happen here.

 

my assessment of MIM's track record is that while recent STOCK performance has not been good, in most cases the BUSINESSES that MIM has owned over the last decade or however back you can find records have generated lots of cash flow.  The problem that they have is that in today's stock market, cash flow is a bad thing (growth at any cost!).

 

however, if MIM has the ability to identify businesses that generate cash and are cheap - that is the ideal skill set for a hold co structure.  Generate cash - kick it up the chain, reinvest it, and repeat.

 

surely this is not lost on MIM as they have owned many holdcos over the years - and surely this is not lost on the other members of the reconstituted board of directors who probably don't want to own Revlon anymore than you do....  so i really don't think this is going to be a situation where MIM uses the cash to just add to existing positions...

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Homestead31 on the preferred shares I don't think it was done to cripple the new Aimia, I think it was discussed in the form in the past that it was believed to be done to get PH&N fund on MIM side. In the preferred prospectus, any series could change the terms of the prospectus with a 2/3 vote in favour of a change. PH&N had 2/3 of series 1 & 2 and 60% of series 3 (so if no one showed up to vote then they would have enough). I worked out the math that if management gave terms to the preferred shares that they would be repaid par in common shares the new proxy vote would lead to management carrying the day as it would finally give PH&N the liquidity event that they have been looking for, and it would be my guess that some back door dealing would be done that part of the deal PH&N would for their shares received vote in favour of the current management.  I know that is speculation, but if that happened the current management would carry the day based on previous vote analysis and it would dilute MIM by almost half making MIM less relevant unless MIM wanted to put more capital to work in the name.

 

In the end I think the preferred deal was done to get PH&N onside and lead to the current management realizing they could never win a vote. The price offer for the preferred shares only made sense for investors who bought before the Air Canada deal, everyone else is losing money on the trade, or at least a very small group is making money.

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Somebody reached out for some info (that deals with potential downside).

So, to balance what is being prepared to deal with the upside (I guess), here:

https://research-doc.credit-suisse.com/docView?language=ENG&format=PDF&sourceid=csplusresearchcp&document_id=1076077661&serialid=bEgJTK6cGryWMbHjGREee83G%2FENa1dsABciWj4Yx34w%3D

https://hbk.bb.com.br/hbkDocs/MPLUFR.pdf

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Delta reported today - i haven't gone through it, but quick highlights are $4.1 billion in free cash flow, and leverage at the low end of their targets.

 

I still think that if Aimia wanted to sell PLM - and I don't think they do in the near term - Delta would be the best buyer, and Delta could pay a fair and full price with no problem at all.

 

Aeromexico's original bid was a joke - but a completely rational joke.  The old board had already demonstrated through the "sale" of Nectar that they were completely incompetent and did not understand the value of loyalty businesses, so why not just lob in a bid and try to take advantage of the incompetence?  Similarly, i think there is a credible case to be made that the Alexander capital valuation is flawed - perhaps intentionally so.

 

Time will tell.

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Interesting pitch on Delta from the Manual of Ideas (MOI) best ideas conference: https://moiglobal.com/adam-j-schwartz-202001/

 

the key takeaway from the pitch is that credit card fees that Delta gets from American Express justify the entire purchase price of the stock, meaning you get the planes etc. for free.

 

I don't have a strong opinion of this view, but I'd be willing to bet that the people at Delta do, and it seems likely they realize that the cash flows from credit cards are more valuable than the planes.

 

Hard to believe Delta wouldn't pay a fair price for Aimia's stake in PLM if Aimia did indeed want to sell it.

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  • 3 weeks later...

Just in case Aeromexico is going after Aimia, as there seems to be a window of opportunity that would constitute a reasonable compromise, here are some relevant inputs.

 

The most relevant comparable is what is going on with GOL buying back the 47% it doesn’t already own in Smiles. The recent offer would put the market cap for Smiles at around 5.2B. With the trailing last four quarters’ EBITDA at 762M, this would imply a multiple of 6.8.

 

Applying this multiple to the trailing last four quarters’ EBITDA for PLM (85.2M USD) results in a total enterprise value of 377M CDN for the 48.9% interest held by Aimia.

 

Assuming negative drag from ongoing loyalty operations, tax issues, severance and liquidation costs being balanced by inflows from the last Cardlytics sale and potential upside on BIGLIFE and others.

 

If Aeromexico is going for a purchase of Aimia, here’s the consideration per share they should pay:

572M (equity at end of Q3 2019) -125M (cash used for buybacks in Q4) -236M (value of residual prefs at par) + 324M (value of PLM interest-53.2M recorded on balance sheet)= 535M. Given 93.84M shares after the buybacks ----)    = 5.70 per share.

 

MIM needs a win and a reasonable win now is better than an uncertain win later.

 

For the largest holder of the stranded equity, there seems to be pressure (self-imposed) to liquidate and start anew but there are clearly potential misaligned interests between the OPM’s manager with the reported positions (stuck) and performance (in limbo) and the typical investor who should expect full par value realization in the context of, essentially, a liquidation scenario. This raises question along the ethical, regulatory and even legal spectrum in the context of fiduciary duty and fair dealings.

 

GOL has recently produced some documents and has just signed a codeshare agreement with American Airlines and Aeromexico is testing the debt market.

 

https://www.sec.gov/Archives/edgar/data/1291733/000129281420000252/gol20200203_6k.htm

 

https://www.moodys.com/research/Moodys-assigns-B1-CFR-to-Aeromxico-B2-to-proposed-notes--PR_416715?WT.mc_id=AM%7eWWFob29fRmluYW5jZV9TQl9SYXRpbmcgTmV3c19BbGxfRW5n%7e20200126_PR_416715&yptr=yahoo

 

 

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Aeromexico has $260M of the $400M debt raise ear marked to repay existing debt and revamp their short haul fleet.... seems unlikely they would raise even more debt to go after Aimia.  I suppose Delta is another story, but it seems less likely that Delta would try to get cute and buy all of Aimia in pursuit of PLM. Thoughts?

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Aeromexico has $260M of the $400M debt raise ear marked to repay existing debt and revamp their short haul fleet.... seems unlikely they would raise even more debt to go after Aimia.  I suppose Delta is another story, but it seems less likely that Delta would try to get cute and buy all of Aimia in pursuit of PLM. Thoughts?

If your question is:

Assuming Aeromexico is aiming to acquire Aimia, how would the deal be financed?

Here is a potential answer (simply a copy and paste of previous comments made by others):

-as mentioned above, Aeromexico has access to the debt market. The last 400M USD raised, as described, included a significant extra for general corporate purposes. It was the first time in years that a Mexican airline accessed the international unsecured bond market, the coupon was 7% and the issue was almost 3x oversubscribed.

-in reply #573, Dr. Aybolit suggested that PLM could complete a leveraged recap giving rise to a dividend capacity of 300M USD for the entity(ies) owning the loyalty sub.

-as mentioned, outside credit card 'partners' will be asked to participate, most likely through after-the-fact transactions.

-Delta could somehow provide bridge financing or some kind of support in the interim.

 

Note: This context reminds me of the time when Fairfax acquired Zenith in 2010. Fairfax had 8% of the shares and paid a premium to book value (34.5%) but the acquisition was done in a depressed valuation phase and both Fairfax and Zenith had excess capital. Fairfax paid the 1.3B purchase consideration for the shares not owned by issuing 200M of equity but most of the capital came from upstream dividends (insurance legacy subs) and a 259.6M dividend from Zenith, subsequent to the acquisition. I always thought this was a great transaction apart from the equity issue which seemed to be associated to a low price (IMO then). Post-acquisition and after the dividend to the parent, the net premium to statutory surplus at Zenith was 0.5 and Zenith still had regulatory dividend capacity.

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Aeromexico reported.

 

From the knowns to the unknowns:

 

-It’s hard to dissect what’s happening at PLM from the parent numbers (true for all airlines who tend to bury the loyalty numbers within the morass) and the Q4 2018’s breakage adjustment doesn’t help but in 2019 Q4 numbers show what appears to be a growing and healthy 21M USD* “effect from associated companies” and a 2019 year number at 81M USD*, corroborating the “adusted EBITDA” label (I would carefully say that Mr. Munger’s characterization of intellectual dishonesty does not really apply here for the loyalty units in airlines) that Aimia has consistently used over the years for loyalty cash flow generation.

 

-The narrative that PLM is broken has changed completely.

From their end of year release: “Associated company equity income totaled $200 million pesos during the quarter, a $587 million peso increase year-over-year.  It is important to mention that during the fourth quarter of 2018 a non recurring accounting adjustment was made, having no cash impact, resulting from the reduction in ‘breakage’ in the Club Premier loyalty program.  This resulted from greater engagement of Club Premier customers in the loyalty program, which increases point redemption and strengthens overall loyalty to the airline.”

 

From the conference call: “Well, just as you might remember, a few months ago, we did an offer to IEMEA (sic) and it was not accepted. So we have continued to work on the program. And basically, there has not been any new events related to that. We continue to work with IEMEA (sic) on PLM, trying to strengthen the program. And that's how we expect it going forward. I think if something comes up, of course, we will let you know. But at this point, given that there was no interest in doing something, our approach has been to strengthen the program as much as possible. We believe that if the program is strengthened, that would be good for Aeromexico. Will be good also for Club Premier, and that's our target now.”

 

-As far as when something comes, PLM strong it has been and still is and now seems reasonable but the story here hasn’t always been reasonable so who knows?

 

-----

 

On a related note, MIM disclosed their more recent "performance". An annualized performance graph is worth a thousand words:

http://www.mittlemanbrothers.com/performance/

 

 

Edit: * numbers estimated above are for the whole PLM, not only for AEROMEX's 51.1% interest

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a bit of a tangential note - but it seems airline loyalty programs are drawing a lot of interest in the annual audit. 

 

The Delta Airlines 10-K has "Loyalty Program - American Express Contract Value" and "Loyalty Program - Mileage Breakage" as critical audit matters.  I guess it speaks to the growing importance of these programs to the economics of airlines as well as the fact that the accounting for these loyalty programs is tricky and full of assumptions.

 

wabuffo

 

 

 

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I guess it speaks to the growing importance of these programs to the economics of airlines as well as the fact that the accounting for these loyalty programs is tricky and full of assumptions.

 

Do I decode an apprehension about the notion of playing with numbers or is it a general hunch similar to what Mr. Munger says about "bullshyt earnings" (adjusted EBITDA)?

In terms of substance:

-Looking back over a long period, Aimia has been quite pro-active with loyalty accounting and reporting and it has been possible to coherently reconcile their reported adjusted EBITDA numbers with cash flows from operations over many years with consistent balance sheet effects. I also think they dealt adequately with changing breakage assumptions. I assume that they continue to use the same framework with PLM as they were the fundamental founding partner and have remained the operator since then.

 

On a related note, Areomexico is going through a tough patch with the Boeing planes being grounded (they've obtained compensation for this) and with local low-cost competitors increasing market share with likely low or negative returns on capital and they are maybe realizing more the value of a loyalty operation that is fairly immune to airline cyclicality and even counter-cyclical because excess capacity can be filled giving rise to extra cash flows at times when core operations fail to produce them.

 

More recently IFRS 15 has come along and it seems that Aimia has integrated the standards:

https://www.aimia.com/app/uploads/2019/07/Aimia_Whitepaper_Liability-Management_Oct2018.pdf

 

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  • 2 weeks later...
  • 2 weeks later...

In 2017, 2018, and 2019 the company (LifeMiles) which had no prior debt borrowed $495M (at 6.50% to 7.50%) in total to pay dividends, with Advent getting 30% of that, or $149M.  LifeMiles has since paid down the loan to $413M.  And while LifeMiles keeps 6 months worth of rewards payments in cash reserves, I don't know if they do so by mandate from bank partners or just their own sense of prudence.  My point is, if you can leverage these entities in such a way, clearly the lending banks are also not calculating the points liability into their leverage ratio for lending. 

 

And LifeMiles has a relatively sickly partner in Avianca, which is in the process of getting bailed out financially.  Aeromexico is 49% owned by Delta, and in much better shape.  If LifeMiles could take out $495M in loans for dividends, I bet PLM could take out $300M, which would be US$147M (C$194M) for Aimia, a huge chunk of cash that Aimia could access without selling their 49% stake.  Given the relentless and growing FCF at PLM, which seems impervious to recession and even the bankruptcy of the anchor airline partner, what better candidate for a leveraged recap to facilitate a special dividend payout?  That’s probably a better idea than Aimia selling PLM for both Aeromexico (who doesn't have the money really to pay Aimia a fair price (without help from Delta) and for Aimia (given they probably get designated a PFIC without the PLM stake).

- Dr. Aybolit

 

Cigarbutt, if you were writing to Aeromexico a few weeks back telling them they should buy all of Aimia, you should be writing to them today telling them that given the likely damage to global air travel over the next few months or quarters, they should now be considering Dr. A's idea of extracting some cash from PLM...  seems more likely now then it did when the idea was first raised, no?

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^It does look like the window for a sale is closing. Given the recent shift in global air travel, a debt-financed dividend may make sense or even an IPO, depending on the parent's liquidity need, assuming credit spreads don't widen at large and if the market wants to cooperate. Grounded planes and stranded value seem to be the themes here.

 

I've been looking for the Q4 2019 commentary from MIM, which (Q4 letter) usually circulates at this time of year. Given a few reasonable assumptions, Q1 seems to be associated with, so far, a brutal absolute and relative performance with potentially high redemption pressures to come. Asking for more patience in turbulent times may be challenging.

 

Have you seen what is happening with Cardlytics? In the last year, its price went basically 10x (with AIM selling relatively early along the way, concurrent to a seasoned offering) and then recently went down by more than 50%. This thing has been hard to value and sentiment hard to predict. So who knows?

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