watsa_is_a_randian_hero Posted October 26, 2010 Share Posted October 26, 2010 Disclosure - I know very little about this company, just think it is an interesting situation - obviously do your own due diligence Saw a recent take-private candidate HRBN (Harbin Electric) was down big after a negative article from Roddy Boyd on Seeking Alpha. For those of you that remember Boyd was the individual that wrote for the New York Post publishing harshly critical commentary on Fairfax back in the day. I read the piece today - while I do not trust Boyd, on the other hand at this point I am not knowledgeable enough on the situation to refute him. Trying to get caught up to speed myself on the situation. Anyways, HRBN received a management-lead buyout offer for $24 about a month back. Goldman is acting as financial advisor for the buyer. Weil, Gotshal & Manges and Skadden Arps are acting as legal counsel. Given the stock is trading at a 20% discount to the offer price, given the quality of the advisors involved, and given Boyd's history here, it might be worth looking into. Like I said, I myself am trying to get up to speed on the situation, could be an interesting opportunity - if anyone knows more about the situation please post. Link to comment Share on other sites More sharing options...
watsa_is_a_randian_hero Posted October 26, 2010 Author Share Posted October 26, 2010 yeah, chinese accounting is referred to as CRAP (Chinese Regulatory Accounting Principles) not GAAP! :P I agree with you, I would not speculate on an offer higher than the $24. It is trading up this morning on an upgrade it received based on the drop in price relative to offer level. Link to comment Share on other sites More sharing options...
SmallCap Posted October 29, 2010 Share Posted October 29, 2010 More organizations are backing the buyout, from what I can see it looks likely to go through. http://www.themiddlemarket.com/news/baring-bids-to-buy-harbin-211909-1.html I took a small position in this company 2 days ago. Link to comment Share on other sites More sharing options...
CR Posted October 29, 2010 Share Posted October 29, 2010 It's possible that it would go through but it's also possible that the concerns raised in the article are parts that Baring has not looked into and the team doing this deal is now fretting over. Consider the incentives: - Harbin + HarbinCEO: leave US market and go to Chinese or HK (likely HK) market where they will get at least double the valuation and moreso on any other capital raise. For a long time, the HarbinCEO has been quite upset with his company's valuation in the US market and their inability to adequately raise capital. It is unlikely that this company will remain private as soon as they get off the ipo queue in the far east. - Baring: Cash out when they get the ipo in the far east / do the first chinese lbo and get a new reputation as a reliable partner for this type of transaction / gain favor in china - Advisors (Skadden, Goldman, et al): Take the fees and be a part of the first chinese lbo. But in reality, their main incentive is to take the fees. What does Goldman care about the debt they give here? Baring will guarantee it. - Other organizations such as Maxim or Roth listed in SmallCap's post: They are players in the Chinese space and are unlikely to say anything other than the brief supporting comments they pitched in this article. They want this business too. An idea I've been messing around with is buying the equity today and hedging against Baring backing out by buying the March 15$ puts. They trade b/a = .3/.7. The thought here is that if Baring backs out now, everyone is going to think fraud and its going to tank much more than the 18-19 it was at before they made the offer. And if they dont back out, then the deal will likely close at 24 and its a matter of sizing it correctly to yield the appropriate profit (opening today at 21.25). Link to comment Share on other sites More sharing options...
watsa_is_a_randian_hero Posted November 4, 2010 Author Share Posted November 4, 2010 I've recently been a seller of the puts. Doing the spread between 20 - 22.50 (limiting losses), march and june. The prices have been bid up recently, but last week I was getting a premium of $1.10 to take on risk of $1.40. This is a 78% return if the deal closes. 78% return if deal closes implies a 56% probability of it closing (1/1.78) and a 44% probability of it falling apart and the price falling below 20. Link to comment Share on other sites More sharing options...
watsa_is_a_randian_hero Posted November 5, 2010 Author Share Posted November 5, 2010 Dont think I got the math - you buy June puts for $20 and sell March 22.5 puts right? If the deal closes, you will make the spread which is 97 cents right now on 2.5 dollars of capital per share. ( difference between the two put prices which is the collateral ). This equates to 38.8% return. ( 0.97/2.5 ) If the deal doesnt close, then you will lose 1.53 dollars/share in the worst case. ( 2.5 dollars - .97 dollars ) Yes, I was using the pricing I got last week ($1.1). In the event the deal goes through, you are +1.1. In the event the deal doesnt go through, you are -1.4 (2.5 minus the 1.1 premium). The most you can lose, of your own money is 2.5 less whatever premium you receive. 1.1/1.4 = 78% return. As an analogy, an insurance company doesn't "lose" money until claims are greater than premiums received, and then losses equal claims less premiums. 2.5 would be the claim, 0.97 would be the current premium. Current return = 0.97/1.53 = 62%. This implies a 39% likelihood of deal falling apart (1- 1/1.62). Link to comment Share on other sites More sharing options...
watsa_is_a_randian_hero Posted November 5, 2010 Author Share Posted November 5, 2010 you can also do with buy 20 calls, sell 22.5 calls; its the same thing. In addition, to get a little extra return you can sell june's 22.5 puts, and buy march 20 puts. Deal is likely to materialize or fall apart before march, so you are pretty much covered there and you can sell the junes for a slight extra premium. Link to comment Share on other sites More sharing options...
watsa_is_a_randian_hero Posted November 5, 2010 Author Share Posted November 5, 2010 See attached image. This is the implied vol for HRBN. The stock has recovered from below 20 to about 22 as of yesterday, 21.80 right now. However, the implied vol on the options is still at pre-buyout offer levels (50+). Typically a buyout makes the implied vol plummet, as it did before to 24. This is the reason why you are able to sell that spread for $1 and get a 66% return on 1.5, implying a 40% chance the deal falls apart. Link to comment Share on other sites More sharing options...
indirect Posted November 21, 2010 Share Posted November 21, 2010 Is the deal dead? Will Baring able to finance the deal? Or are the shortsellers gaming the system? Link to comment Share on other sites More sharing options...
valuecfa Posted November 22, 2010 Share Posted November 22, 2010 This is turning into an interesting situation. Seems the RINO scandal is causing the large selloff in the shares of HRBN (and other Chinese small caps), since both use the same auditor. Why would mgmt. want to buy out the remaining shares (with a partner) if he knew the books were cooked? Seems it is a guilt by association...but then again i have just been going over the headlines and know little about the company. Nice discount to buyout price, assuming it is still on the table. Link to comment Share on other sites More sharing options...
watsa_is_a_randian_hero Posted November 23, 2010 Author Share Posted November 23, 2010 Looks like this one is heading south fast. That 20-22.5 put spread now implies only a 15% chance of deal going through. Link to comment Share on other sites More sharing options...
valuecfa Posted November 23, 2010 Share Posted November 23, 2010 Looks like this one is heading south fast. That 20-22.5 put spread now implies only a 15% chance of deal going through. Been briefly looking into it. It seems their auditor's bad rep is really hammering them. Then you have this: http://sec.gov/Archives/edgar/data/1266719/000114420410063024/v203745_ex7-01.htm Will be interesting to see if they can still arrange financing for the deal given the auditor thingy. CEO says he is still wanting to take the company private at $24 but needs the financing. Who knows what is going on behind the curtain. Link to comment Share on other sites More sharing options...
valuecfa Posted November 23, 2010 Share Posted November 23, 2010 Funny that a DEC $15 call option is only 1.80 on a company with a $24 offer out there, and a CEO saying he will still pay that if he can arrange the financing. These Chinese small caps are hilarious. Link to comment Share on other sites More sharing options...
enoch01 Posted November 23, 2010 Share Posted November 23, 2010 What's interesting is that the letter from Baring to Yang indicates that Yang told Baring he was seeking alternative financing: "You have informed us that you now intend to seek alternative financing for the Transaction . Accordingly, we hereby agree that Baring will not participate in the Transaction, except as set forth below." http://www.sec.gov/Archives/edgar/data/1266719/000114420410063024/v203745_ex7-01.htm Baring makes it sounds like Yang initiated this modification. So did Yang dump Baring because he could line up better terms? Link to comment Share on other sites More sharing options...
Josh4580 Posted November 23, 2010 Share Posted November 23, 2010 http://www.citronresearch.com/index.php/2010/11/23/dude-where%e2%80%99s-my-auditor-the-curious-case-of-frazer-frost/ "The quality of the work of Frazer/Frost makes it impossible to rely on the financials of HRBN, SCOK, and CVVT . This small cap China space seems to get stranger every day. These companies should immediately put out 8-K’s and inform the public as to who their auditor really is. Either that or it is time to call Scooby Doo and the Mystery Machine for the case of the missing auditor" Link to comment Share on other sites More sharing options...
Guest Hester Posted June 21, 2011 Share Posted June 21, 2011 Funny that a DEC $15 call option is only 1.80 on a company with a $24 offer out there, and a CEO saying he will still pay that if he can arrange the financing. Saying "I will pay if I can't get financing" seemed to me to be a clue about the future. These Chicom crooks aren't stupid, they know how to cover their tracks. BTW, the many of proven Chinese frauds have had insider buying running up to the halt death date. If you're willing to commit fraud and fake business, you're willing to fool around with insider transaction reporting. Link to comment Share on other sites More sharing options...
FFHWatcher Posted June 21, 2011 Share Posted June 21, 2011 Funny that a DEC $15 call option is only 1.80 on a company with a $24 offer out there, and a CEO saying he will still pay that if he can arrange the financing. Saying "I will pay if I can't get financing" seemed to me to be a clue about the future. These Chicom crooks aren't stupid, they know how to cover their tracks. BTW, the many of proven Chinese frauds have had insider buying running up to the halt death date. If you're willing to commit fraud and fake business, you're willing to fool around with insider transaction reporting. Any specific examples to back up your claim? Just so I follow that last statement correctly, are you suggesting that fraudster insiders are not really buying shares up until the end (which would obviously be stupid, since they know it is a fraud and would lose that money)? But in fact, they are falsifying insider trading docs to make it appear they are buying shares, when in fact they are likely selling shares that are artificially inflated based on other shareholders looking at their action as bullish? If so, that is pretty clever but fraudsters are generally pretty clever. Is that what you are suggesting? Link to comment Share on other sites More sharing options...
JAllen Posted June 21, 2011 Share Posted June 21, 2011 I don't know how anyone is even looking at this. It's clear that they're willing to do anything to fraudulently appear as if the deal is going to happen; not just them but other companies too. Link to comment Share on other sites More sharing options...
Guest Hester Posted June 22, 2011 Share Posted June 22, 2011 I'm suggesting that if your willing to fake revenue, earnings, and bank statements, you're willing to not report insider transactions properly! Falsifying trading documents is unlikely the method. There are much easier and less risky ways. One fraudulant Belgium company CEO years ago set up a trading account at a big US firm, under a different name, and transferred shares to the account and sold, without reporting anything. Then he used some of the proceeds to buy more of his company's stock, which he reported of course. Maybe some are actually buying, but they're likely using stolen funds (probably from secondary offerings, made possible in part because of market confidence due to insider buying). In fact, because of your comment I looked back at many Chicom frauds, and many I suspect were frauds (which is almost all of them, lol), and I cannot find one insider sale, from an executive. Even director sales are very rare. I'm not talking about option excercises/sales, but just stock sales. I would be interested if anyone knows of a documented executive sale from any Chinese RTO in the last year or two, because I cannot find one. This is no coincidence. Any normal group of stocks, no matter the sector or subsector, will have some companies with some insider sales. This is another pretty big red flag for the entire sector IMO. CCME, YUII, UTA all had large CFO/CEO buys all of a sudden, sometimes days before their halt death date. The last desperate move to delay the shutting off of the magic money spiget. Ironically, insider buys are an obvious bullish sign with real companies. If a Chinese RTO starts reporting large executive insider buys, it's been a pretty reliable sign that the end is near. *note: I just noticed CBPO, the CEO sold stock in the fall of 2010. The first I've found though Link to comment Share on other sites More sharing options...
SFValue Posted August 29, 2011 Share Posted August 29, 2011 new PREM 14A filed today, still no date for voting. http://www.sec.gov/Archives/edgar/data/1266719/000114420411050169/v233492_prer14a.htm I find this fascinating and hold no position. Fairness opinions by: Opinion of Morgan Stanley & Co. LLC Opinion of Lazard Frères & Co. LLC Link to comment Share on other sites More sharing options...
Guest Hester Posted August 30, 2011 Share Posted August 30, 2011 I'm fascinated why there are still people in the world willing to buy this. This is a company, headed by management living in a country with no extradition treaty with the US and therefore no penalty if they commit fraud, located in a group of stocks that are the equity equivalent of the bottom of a porta-jon, where executives are exercising their right to aggressively steal assets like angry seniors exercise their right to vote. This is a company that announced a buyout nearly 11 months ago, haven't even got a date for voting yet, and come out with aggressive responses to every negative blog article even though the shares are supposed to be taken private very soon at $24 per share anyways. We're not even to the business yet and already we have enough inventory of red flags to fill a Super Wal-Mart center where the only thing they sell is red flags. You don't even need to mention Abax's related party transactions, the CEO's sketchy history, or the fact that the SAIC filings show much higher debt than the SEC filings. People are willing to ignore all that and much more for a best case scenario 45% return. THAT's what is fascinating. Link to comment Share on other sites More sharing options...
twacowfca Posted August 30, 2011 Share Posted August 30, 2011 I'm fascinated why there are still people in the world willing to buy this. This is a company, headed by management living in a country with no extradition treaty with the US and therefore no penalty if they commit fraud, located in a group of stocks that are the equity equivalent of the bottom of a porta-jon, where executives are exercising their right to aggressively steal assets like angry seniors exercise their right to vote. This is a company that announced a buyout nearly 11 months ago, haven't even got a date for voting yet, and come out with aggressive responses to every negative blog article even though the shares are supposed to be taken private very soon at $24 per share anyways. We're not even to the business yet and already we have enough inventory of red flags to fill a Super Wal-Mart center where the only thing they sell is red flags. You don't even need to mention Abax's related party transactions, the CEO's sketchy history, or the fact that the SAIC filings show much higher debt than the SEC filings. People are willing to ignore all that and much more for a best case scenario 45% return. THAT's what is fascinating. It has to do with executive function which seems to reside mainly on the dominant side of the brain, usually the left side. This involves reasoning, planning and being able to foresee the downside as well as the upside to every situation. Some people have this ability more than others, but it can be lost entirely when there is brain damage. I have an elderly inlaw who was a good businessman until he had coronary bypass surgery which frequently causes cognitive disfunction or dementia. Afterward, he became a magnet for all sorts of con artists, drug addicts and the worst sort of people imaginable, until we became his guardian and conservator. Link to comment Share on other sites More sharing options...
enoch01 Posted August 30, 2011 Share Posted August 30, 2011 I'm fascinated why there are still people in the world willing to buy this. Great summary Hester. I'm convinced there's significant shenanigans here. Nevertheless, I've never gotten comfortable enough to short it. It just seems this can get drawn out a lot farther than say expiration of current put contracts. Are you just staying away, or betting on the downside? Link to comment Share on other sites More sharing options...
alpha231616967560 Posted August 30, 2011 Share Posted August 30, 2011 It has to do with executive function which seems to reside mainly on the dominant side of the brain, usually the left side. This involves reasoning, planning and being able to foresee the downside as well as the upside to every situation. Some people have this ability more than others, but it can be lost entirely when there is brain damage. I have an elderly inlaw who was a good businessman until he had coronary bypass surgery which frequently causes cognitive disfunction or dementia. Afterward, he became a magnet for all sorts of con artists, drug addicts and the worst sort of people imaginable, until we became his guardian and conservator. twacowfca it sounds like you have been reading (or would enjoy reading) Brain Rules. Fascinating book about this and other phenomena of the brain and the rationale for human behavior. Link to comment Share on other sites More sharing options...
twacowfca Posted August 30, 2011 Share Posted August 30, 2011 Thanks, for the tip. This is one of my favorite topics of study. I'll order a copy of Brain Rules. :) Link to comment Share on other sites More sharing options...
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