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I have tried to contact IR to at a minimum get an explanation of why minority shareholders get nothing out of this deal even though it was examined by the board of directors.  Management gets 1.5 million other shareholders get bought out at 18.50 but minorities get a minority position in a company controlled by Chinese investment company whose values are different than typical US holders.  I have not heard back but ask any other shareholder to also ask. TIA.

 

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I know that here in Belgium there is a law that states that in case a party gains control over more than 30% of a companies' shares, it is obliged to do a takeover bid for the rest of the shares. I don't know to what extent this is also the case in the U.S. Anyway, it is a deal concluded between 2 knowledgeable parties at a 'market conform' rate, so I don't think there is something you can do about it.

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There my be nothing we can do about it other than to understand management's rationale for accepting and doing what it can for other minority shareholders.  There may also be a spill-over effect & reputational risk to Oaktree.  If they want to continue to do only distress that is fine but if they want to expand into equity (which is I think their intention) then this an instance that if you are an equity investor in an Oaktree firm you may want think twice and market participants will put an Oaktree discount (similar to a Pearlman discount) on equities Oaktree is invested in.  I am not sure this is what intended but it IMO will be the result.

 

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That's a great tactic:

 

1) Get a bad reputation

2) acquire 50%+ of company and leave minority shareholders hanging

3) profit: buy the rest in a few years for next to nothing?

 

Glad I at least had the luck to sell around half before anything was announced (I have this habit to trade around bigger positions) but no idea what to do with what is left now! Holding for now, I don't see how the minority stake is suddenly close to worthless.

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This is far from the first time Oaktree is doing it to minority shareholders. H. Marks notes are wonderful but Oaktree will skrew minority shareholders if they can profit from it. Guess fair play is for the sport stadium...oups not either.

 

So once such big firms own a sufficient large position to be in control you'd better exit.

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This is far from the first time Oaktree is doing it to minority shareholders. H. Marks notes are wonderful but Oaktree will skrew minority shareholders if they can profit from it. Guess fair play is for the sport stadium...oups not either.

 

So once such big firms own a sufficient large position to be in control you'd better exit.

 

I agree you can do this sort of thing if you are a distressed investor or a PE investor but if you are going to be investing in equities it can cost you as other partners may be more cautious in terms of investing with you and/or the press can point out the inconsistency between the public persona you are trying to develop and your actions.  These sorts of deals separate the gap between a Buffett or Watsa and Oaktree as the former would not think of doing something like this.

 

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I added some more this morning. My thinking... I liked the company at a much higher price. Fundamentally, the business is the same. And the market cap is less than what someone paid for 51% of the company last week. 

 

Oaktree might be a great partner but I don't think they were adding $100MM in value.

 

 

anyone adding :)

 

 

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  • 1 month later...

The analyst questions in the conference call were spot on,you have to wonder why the company is spending on growth capex given the opportunity set for uses of capital.

 

At the end of the day this comes to down to :

1)Are the interests of the minority share holders and Thai Hot aligned when it comes to doing a buyback?

2)Are there debt covenants that don't allow a buy back ?

 

Anybody else heard the conference call?,what are your thoughts ?

 

-cmakam

 

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The analyst questions in the conference call were spot on,you have to wonder why the company is spending on growth capex given the opportunity set for uses of capital.

 

At the end of the day this comes to down to :

1)Are the interests of the minority share holders and Thai Hot aligned when it comes to doing a buyback?

2)Are there debt covenants that don't allow a buy back ?

 

Anybody else heard the conference call?,what are your thoughts ?

 

-cmakam

 

They are NOT candid and NON-CHALANT in their responses and never directly answered any of the questions. There is No enthusiasm.

 

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I missed the call but read the transcript.  The questions were for the most part on point and I was surprised management could not answer the return or margin question on the acquisition.  Part of the issue from the analysts perspective is the pain management margins are not disclosed. 

 

They appear do appear open to more road shows.  I think they should just do an investor webcast with Q&A it would save on expenses and get the info to the interested parties.

 

Unfortunately, no one asked the question about why does management get $1.5 million for what is described as a shareholder event.  They did touch briefly on the benefit of Chinese investment possibilities.  I will send another e-mail about my thoughts and suggest the webcast.     

 

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Management ought to have expected that question and had a better answer.

 

I don't think growth or more investment is what the market would like to see here,in fact I think investments in China might be viewed as more money down the drain until proven otherwise and might be what the market is currently fearing.

 

Part of the problem I think nobody knows what to expect after the Oaktree sale:

1)Managements capital allocation capabilities do not seem all that great (after the margin question am even more worried but have to give them the benefit of doubt since they were probably pressured)

2)We have not heard from Thai Hot other than management comments (along expected lines given their interests) and have no idea about their plans

3)More of the same thing as in buying revenue does not seem like a great plan and supposed improved return on capex is yet to be demonstrated.

 

Unless there is an event to demonstrate value such as a buyback or some pedigreed investor buying, hard to see sentiment change until something significantly better is demonstrated (which could take some time).

-cmakam

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You are right but I think if they just communicate with folks it will go a long way.  Before the sale, they had some great presentation materials and approach to deal the decline of revenue.  If they communicate the plan and discuss changes and rationals, you know what you have. 

 

I disagree about China as the government is providing huge incentives for this type of technology (MRI) and our buddy Sanjeev is capitalizing on it with his MRI company, so I think the opportunity is there. 

 

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