Alekbaylee Posted August 8, 2011 Share Posted August 8, 2011 Anyone buying this as a short term play. National Indemnity is offering $52 cash, and it's trading at less than $48 right now... We may see a little (although unlikely) biding war between NA and Validus who is offering a mix of shares/cash for the same buyout. Link to comment Share on other sites More sharing options...
biaggio Posted August 8, 2011 Share Posted August 8, 2011 is this not the same holding as mentioned in one of the other posts which indicated that BRK had bid $3.8b in cash for TRH )also $52(??) and did they not agree to $52 in stock not cash (so there is a risk)...if it was cash it would be a no brainer. Am I correct? Link to comment Share on other sites More sharing options...
Alekbaylee Posted August 8, 2011 Author Share Posted August 8, 2011 Hmm... You may be right Biaggio, although it's hard to tell from this Transatlantic Holdings, Inc. confirmed that Transatlantic has received a proposal from National Indemnity Company (National Indemnity), a member of the group of insurance companies of Berkshire Hathaway Inc., to acquire all of Transatlantic’s outstanding shares of common stock for $52.00 per share. Consistent with its fiduciary duties, Transatlantic’s Board of Directors, in consultation with its independent legal and financial advisors, will carefully consider and evaluate the proposal from National Indemnity and will inform Transatlantic stockholders of the Board’s position. Transatlantic advises stockholders to take no action at this time and to await the Board’s recommendation. Link to comment Share on other sites More sharing options...
biaggio Posted August 9, 2011 Share Posted August 9, 2011 Alek check out http://www.bloomberg.com/news/2011-08-08/buffett-bet-on-stocks-before-rout-by-spending-most-since-2008.html Link to comment Share on other sites More sharing options...
Alekbaylee Posted August 9, 2011 Author Share Posted August 9, 2011 TRH willing to review NI offer : Transatlantic Holdings, Inc. announced that its Board of Directors, after consultation with its independent financial and legal advisors, has determined that the proposal set forth in the letter received on August 5, 2011, from National Indemnity Company (National Indemnity), a member of the group of insurance companies of Berkshire Hathaway Inc., to acquire all of the outstanding shares of Transatlantic common stock for $52.00 per share does not constitute a Superior Proposal, but is reasonably likely to lead to a Superior Proposal, under the merger agreement that Transatlantic entered into with Allied World Assurance Company Holdings, AG on June 12, 2011 (the Allied World Merger Agreement), and that the failure to enter into discussions regarding the National Indemnity proposal would result in a breach of its fiduciary duties under applicable law. As a result, the Transatlantic Board determined to offer to engage in discussions and to exchange information with National Indemnity. While the Board determined that the National Indemnity proposal is reasonably likely to lead to a Superior Proposal, there can be no assurance that the National Indemnity proposal will result in a Superior Proposal or that any transaction with National Indemnity will result from the National Indemnity proposal or Transatlantic’s discussions with National Indemnity. http://www.reuters.com/finance/stocks/TRH/key-developments/article/2379566 Link to comment Share on other sites More sharing options...
Alekbaylee Posted August 9, 2011 Author Share Posted August 9, 2011 Here's a clearer picture of the situation. There are actually sort of 3 potential buyers of TRH, and NI is the only one offering $52 cash for it. Berkshire Hathaway Inc.'s (NYSE: BRK-A) subsidiary National Indemnity Co. made a $3.2 billion buyout offer for Transatlantic Holdings Inc (NYSE: TRH), topping two existing rival bids for the reinsurer. Transatlantic confirmed today it has received a proposal to acquire all of Transatlantic's outstanding shares of common stock for $52.00 per share. After the confirmation, a rival bidder, Validus Holdings Ltd. (NYSE: VR), urged Transatlantic's board of directors to enter into discussions with Validus. Validus has proposed to acquire Transatlantic for 1.5564 Validus voting common shares and $8.00 per share in cash, which had a total value of $55.95 based on Validus' unaffected trading price as of July 12, 2011. Transatlantic also has an agreement to be bought by Allied World Assurance Company Holdings Ltd. (NYSE: AWH) in a deal currently worth $44.22 per share, or $2.75 billion. Buffett's bid values Transatlantic's shares at $52 apiece, a 15 percent premium to Friday's closing price of $45.24. BRK-A is down 1.69 percent to 105,482, while TRH is trading higher by 7.69 percent to $48.72 a share. Link to comment Share on other sites More sharing options...
tombgrt Posted August 9, 2011 Share Posted August 9, 2011 TRH willing to review NI offer : Transatlantic Holdings, Inc. announced that its Board of Directors, after consultation with its independent financial and legal advisors, has determined that the proposal set forth in the letter received on August 5, 2011, from National Indemnity Company (National Indemnity), a member of the group of insurance companies of Berkshire Hathaway Inc., to acquire all of the outstanding shares of Transatlantic common stock for $52.00 per share does not constitute a Superior Proposal, but is reasonably likely to lead to a Superior Proposal, under the merger agreement that Transatlantic entered into with Allied World Assurance Company Holdings, AG on June 12, 2011 (the Allied World Merger Agreement), and that the failure to enter into discussions regarding the National Indemnity proposal would result in a breach of its fiduciary duties under applicable law. As a result, the Transatlantic Board determined to offer to engage in discussions and to exchange information with National Indemnity. While the Board determined that the National Indemnity proposal is reasonably likely to lead to a Superior Proposal, there can be no assurance that the National Indemnity proposal will result in a Superior Proposal or that any transaction with National Indemnity will result from the National Indemnity proposal or Transatlantic’s discussions with National Indemnity. http://www.reuters.com/finance/stocks/TRH/key-developments/article/2379566 Doesn't that mean TRH wants to stall things a bit to see where the stockprice of AG will land? Or do I misunderstand it? :-X Link to comment Share on other sites More sharing options...
Alekbaylee Posted August 9, 2011 Author Share Posted August 9, 2011 I think management is doing its fiduciary duty which means getting the better deal for the shareholders. Last time I checked, book value of TRH was around $60, so all the bids are low IMO. Will be interesting to see how this saga plays out... Link to comment Share on other sites More sharing options...
twacowfca Posted August 9, 2011 Share Posted August 9, 2011 We kept patiently chipping away today and finally put 95% of our very large cash holdings into TRH. The situation is nearly ideal for risk arbitrage. A motivated seller with major long term shareholders pushing for a better offer for a target selling for less than 75% of BV. A good business that's done relatively well over the last several years. A cash offer from the most financially sound business on the planet for 5% above our average purchase price today. A statement from TRH's CEO that the offer is likely to be improved substantially. Almost zero risk of financial issues interfering with the funding. Almost zero risk of buyer's remorse causing the buyer to pull the offer under any market conditions. The most friendly possible new boss for the current management after the contemplated acquisition. Low regulatory risk . . . And the plusses go on and on. :) Link to comment Share on other sites More sharing options...
onyx1 Posted August 9, 2011 Share Posted August 9, 2011 TWA- What do you think is the basis for Orlich's characterization of BRK's all-cash $52 offer as one that "does not constitute a superior proposal", when AWD's all-stock was $44 at the time? Substaintive, or posturing for a better offer? What do you think is the chance of BRK sticking to their mantra of not participating in auctions and walking away? Link to comment Share on other sites More sharing options...
biaggio Posted August 9, 2011 Share Posted August 9, 2011 We kept patiently chipping away today and finally put 95% of our very large cash holdings into TRH. The situation is nearly ideal for risk arbitrage. A motivated seller with major long term shareholders pushing for a better offer for a target selling for less than 75% of BV. A good business that's done relatively well over the last several years. A cash offer from the most financially sound business on the planet for 5% above our average purchase price today. A statement from TRH's CEO that the offer is likely to be improved substantially. Almost zero risk of financial issues interfering with the funding. Almost zero risk of buyer's remorse causing the buyer to pull the offer under any market conditions. The most friendly possible new boss for the current management after the contemplated acquisition. Low regulatory risk . . . And the plusses go on and on. :) I admire your courage + level of conviction in putting that % of a "large amount of cash" to work in one position. It is something I am working on for myself but I don t know if I could stomach that high of an allocation. I will be watching and pulling for you. Link to comment Share on other sites More sharing options...
twacowfca Posted August 11, 2011 Share Posted August 11, 2011 TWA- What do you think is the basis for Orlich's characterization of BRK's all-cash $52 offer as one that "does not constitute a superior proposal", when AWD's all-stock was $44 at the time? Substaintive, or posturing for a better offer? What do you think is the chance of BRK sticking to their mantra of not participating in auctions and walking away? That's a standard bargaining phrase that's used in these takeover contests. It's the same words they used when Validus made their offer. BRK has already broken their pattern by going public with their first offer. I would be very surprised if BRK doesn't eventually improve their offer substantially as TRH's CEO has said that he expects them to do. He should have a reason for making that prediction. He has been in phone contact with Ajit, but TRH's agreement with Allied has a three day notification standstill until they can begin negotiations with BRK. Link to comment Share on other sites More sharing options...
twacowfca Posted August 11, 2011 Share Posted August 11, 2011 We kept patiently chipping away today and finally put 95% of our very large cash holdings into TRH. The situation is nearly ideal for risk arbitrage. A motivated seller with major long term shareholders pushing for a better offer for a target selling for less than 75% of BV. A good business that's done relatively well over the last several years. A cash offer from the most financially sound business on the planet for 5% above our average purchase price today. A statement from TRH's CEO that the offer is likely to be improved substantially. Almost zero risk of financial issues interfering with the funding. Almost zero risk of buyer's remorse causing the buyer to pull the offer under any market conditions. The most friendly possible new boss for the current management after the contemplated acquisition. Low regulatory risk . . . And the plusses go on and on. :) I admire your courage + level of conviction in putting that % of a "large amount of cash" to work in one position. It is something I am working on for myself but I don t know if I could stomach that high of an allocation. I will be watching and pulling for you. It's a very high probability bet. A lot less risky by any definition, volatility or permanent loss of capital, than owning a broad index fund. None of the factors that often kill a risk arb appear to be likely here. When a well heeled strategic buyer makes a cash offer with no strings attached, it doesn't get any better than that. Plus, there are two not so well heeled buyers wanting to do a deal for stock. Stay tuned for future developments. :) Link to comment Share on other sites More sharing options...
Alekbaylee Posted August 11, 2011 Author Share Posted August 11, 2011 Ha! Validus suing TRH for breaching their fiduciary duty. Now this is plain stupidity to me! http://online.wsj.com/article/BT-CO-20110811-717368.html Link to comment Share on other sites More sharing options...
Guest Hester Posted August 12, 2011 Share Posted August 12, 2011 We kept patiently chipping away today and finally put 95% of our very large cash holdings into TRH. The situation is nearly ideal for risk arbitrage. A motivated seller with major long term shareholders pushing for a better offer for a target selling for less than 75% of BV. A good business that's done relatively well over the last several years. A cash offer from the most financially sound business on the planet for 5% above our average purchase price today. A statement from TRH's CEO that the offer is likely to be improved substantially. Almost zero risk of financial issues interfering with the funding. Almost zero risk of buyer's remorse causing the buyer to pull the offer under any market conditions. The most friendly possible new boss for the current management after the contemplated acquisition. Low regulatory risk . . . And the plusses go on and on. :) Good stuff, compelling idea. Link to comment Share on other sites More sharing options...
twacowfca Posted August 12, 2011 Share Posted August 12, 2011 Ha! Validus suing TRH for breaching their fiduciary duty. Now this is plain stupidity to me! http://online.wsj.com/article/BT-CO-20110811-717368.html No. It's all part of the gamesmanship. The lawsuit is not without merit in it's allegations, but the likely outcome may be to push the board toward acceptance of Buffett's offer, rather than Validus'. The reason a management leans toward one offer rather than another often has more to do with what's in it for them, rather than what's in the best interest of sharehohders. Apparently, major AIG shareholders such as the Davis family disliked the fact that a good business, Transatlantic, was selling way below its IV after AIG sold their interest in TRH. They seemed to have put pressure on the management to do a deal to unlock the value. But TRH management didn't shop TRH to the potential highest bidder or the potential best new owner, but secretly to another good company that was also selling way below its IV, as a merger of equals so that, as Validus alleges in their recently filed lawsuit, Management and Directors of TRH would be able to keep their positions and salaries as in the agreement they signed with Allied. This ticked off the Davis family enough for them to complain publicly about the deal they were getting. The Davis family goes back a long way with Warren and Ben Graham before him. It would not be surprising to hear that they urged Warren to be the white knight and see if he could unlock more value for Transatlantic shareholders than the two relatively weak stock transactions that had been put forward by Allied and Validus. Link to comment Share on other sites More sharing options...
rijk Posted August 12, 2011 Share Posted August 12, 2011 won't the Davis family still be unhappy? they are getting a better deal now, but it's still a deal that values TRH 25%+ below BV..... regards rijk Link to comment Share on other sites More sharing options...
twacowfca Posted August 12, 2011 Share Posted August 12, 2011 won't the Davis family still be unhappy? they are getting a better deal now, but it's still a deal that values TRH 25%+ below BV..... regards rijk Exactly! Does 25% below BV seem like a "fair" deal? What did TRH's CEO say about what he expects to happen regarding BRK's offer? When does TRH's standstill agreement expire before they can begin negotiations with BRK to improve their offer? Does BRK religiously maintain a reputation for making "fair"' offers? Why wouldn't Ajit make BRK's best offer first? Could it be that WEB doesn't like to give an acquisition target a free put until BRK has an indication that the offer will be accepted? BRK bid nearly BV for IPC, but they were sold to Validus for a slightly lower price than BRK's bid because the deal with Validus allowed IPC's managers to get a nice dividend, according to the agreements for the management options that vested upon a change of control. Then Validus fired IPC's managers after they took them over. BRK 's slightly better offer for IPC didn't allow for such a dividend to be paid. Therefore, if WEB bid nearly BV for IPC, a company with unexceptional management and extremely volatile returns, why would he not increase his first, necessarily lowball bid for a solid company with a history of better, steadier returns? Link to comment Share on other sites More sharing options...
dcollon Posted August 13, 2011 Share Posted August 13, 2011 http://www.google.com/hostednews/ap/article/ALeqM5i5JJD7RquJbkqtUuMiFBwO4rbcuw?docId=f1ee9a0b727842cb91ca3f5a7ca58c81 Link to comment Share on other sites More sharing options...
beerbaron Posted August 13, 2011 Share Posted August 13, 2011 Here is my take on this. What could go wrong -BRK retires it's offer -BOD continues to support AWH offer -Due dilligence fails Plus -Davis owns 23% wants to sell to best offer -All cash offer on the table with 4% spread -Possibility of higher bid -3 players in bid Minus -Very crappy AWH offer if BRK gets out of the table -BOD does not seem 100% to it's fiduciary duty -Low BOD ownership (1%) and only 2 out 7 directors have shares -BRK usually does not do hostile takeovers Questions to be debated Is there some history of BRK raising it's offer once made public? Is there a history of BRK doing hostile takeover What's the BOD incentive to go with BRK? Why did the BOD reject VR offer? the confidentiality agreement argument seems weak to say the least... BeerBaron Link to comment Share on other sites More sharing options...
twacowfca Posted August 13, 2011 Share Posted August 13, 2011 Here is my take on this. What could go wrong -BRK retires it's offer -BOD continues to support AWH offer -Due dilligence fails Plus -Davis owns 23% wants to sell to best offer -All cash offer on the table with 4% spread -Possibility of higher bid -3 players in bid Minus -Very crappy AWH offer if BRK gets out of the table -BOD does not seem 100% to it's fiduciary duty -Low BOD ownership (1%) and only 2 out 7 directors have shares -BRK usually does not do hostile takeovers Questions to be debated Is there some history of BRK raising it's offer once made public? Is there a history of BRK doing hostile takeover What's the BOD incentive to go with BRK? Why did the BOD reject VR offer? the confidentiality agreement argument seems weak to say the least... BeerBaron Great checklist with pros and cons. Thank you. I think any offer the BOD recommends still has to be approved by shareholders. If BRK presents a clearly superior offer, as TRH's CEO says he expects them to do, and the BOD doesn't accept it and recommend it to shareholders for approval, the shareholders will not be pleased. If BRK ups their offer to about BV, a price that seems "fair", all things considered, it will be practically impossible for the other two suitors to top it because their currency, which is stock, is selling way below BV. That would be very dilutive to the BV/SH of both Validus and Allied. There is no due dilligence involved with BRK's offer. BRK has never made a public offer in recent times that had not been preapproved by the target. Therefore, there is no history of raising such an offer. The pattern for this situation was set by the behind the scenes bidding for IPC two or three years ago. There were three bidders involved, and IPC finally went to Validus in preference to BRK for a stock offer that also involved a cash dividend to IPC shareholders that was paid out of IPC's balance sheet with a big dividend also for the managers and BOD, according to the sweetheart change of control provisions in the vesting of their options. This time, it seems that there would be no value to Validus or Allied in topping an enhanced cash offer from BRK for about TRH's BV/SH because their stocks are selling way below BV. The TRH BOD very likely spurned Validus bid not only because it was inadequate in comparison to Allied's, as TRH demonstrated in their slide show, but also because Validus fired all the IPC management after they took them over. The only weak link that I see in my thesis is that the TRH BOD has very little skin in the game. If Allied somehow managed to come close to equaling BRK's likely soon to be enhanced offer, the TRH BOD might still prefer to sell out to them, but neither Allied nor Validus seem to have the resources to match a much higher and "fairer" offer that BRK may make. Realize that BRK usually doesn't acquire another company for the lowest possible price, but for a fair price that preserves BRK's reputation in the marketplace. :) Link to comment Share on other sites More sharing options...
Guest Hester Posted August 13, 2011 Share Posted August 13, 2011 Has BRK ever retired an active offer? I can't recall of an instance. Link to comment Share on other sites More sharing options...
twacowfca Posted August 13, 2011 Share Posted August 13, 2011 Has BRK ever retired an active offer? I can't recall of an instance. No, but this is the first time they have made a sort of hostile offer. If BRK pulled their offer, as PE groups sometimes do as gamesmanship, that would not enhance their reputation, something that is very important to BRK. :) Link to comment Share on other sites More sharing options...
Guest Hester Posted August 13, 2011 Share Posted August 13, 2011 Has BRK ever retired an active offer? I can't recall of an instance. No, but this is the first time they have made a sort of hostile offer. If BRK pulled their offer, as PE groups sometimes do as gamesmanship, that would not enhance their reputation, something that is very important to BRK. :) Good points. Link to comment Share on other sites More sharing options...
beerbaron Posted August 13, 2011 Share Posted August 13, 2011 Thanks guys. BeerBaron Link to comment Share on other sites More sharing options...
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