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GLIBA/LVNTA - GCI Liberty


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Had there been any clarification as to exactly what LVNTA gets in exchange for its $2.4B?

 

Non-voting class C shares of Liberty Broadband...  LBRDK.

http://ir.libertyinteractive.com/releasedetail.cfm?ReleaseID=914705

 

And then Ventures swaps TWC shares with Broadband.  Ventures receives class A Broadband shares.

 

Liberty Interactive Corporation Announces Agreement with Liberty Broadband to Invest $2.4 billion in Support of Charter-Time Warner Cable Merger

 

ENGLEWOOD, Colo.--(BUSINESS WIRE)-- Liberty Interactive Corporation (NASDAQ: QVCA, QVCB, LNVTA, LVNTB) ("Liberty Interactive") today announced that it has entered into an agreement with Liberty Broadband Corporation (NASDAQ: LBRDA, LBRDK) ("Liberty Broadband") whereby Liberty Interactive will invest $2.4 billion in Liberty Broadband in connection with (and contingent upon) the closing of today's announced proposed merger of Charter Communications, Inc. ("Charter") and Time Warner Cable Inc. ("TWC"). The proceeds of this investment will be used by Liberty Broadband to fund, in part, its agreement to acquire $4.3 billion of Charter stock. Liberty Broadband's acquisition will be made in support of (and contingent upon) the closing of the Charter-TWC merger. In connection with these transactions, it is expected that Charter will undergo a corporate reorganization, resulting in a current subsidiary of Charter becoming the publicly traded parent company ("New Charter"). Liberty Interactive's investment in Liberty Broadband will be funded using cash on hand and will be attributed to the Liberty Ventures Group.

 

"We are excited for Liberty Interactive to make this attractive investment in Liberty Broadband, providing our shareholders with the unique opportunity to realize value from the proposed consolidation in the cable industry announced today by Charter," said Greg Maffei, President and CEO of Liberty Interactive. "Through this transaction, Liberty Interactive has the ability to deploy a significant amount of capital and become a meaningful shareholder of Liberty Broadband."

 

Liberty Interactive (along with third party investors, all of whom will invest on the same terms as Liberty Interactive) will purchase newly issued shares of Liberty Broadband Series C common stock (the "Series C Shares") at a per share price of $56.23 (equal to Liberty Broadband's net asset value on a sum-of-the parts basis). In the aggregate, Liberty Broadband has entered into subscription agreements with respect to $4.4 billion of its Series C Shares. Liberty Interactive's investment in Liberty Broadband is subject to customary closing conditions and funding will only occur upon the completion of the Charter-TWC merger. Liberty Broadband intends to seek stockholder approval for the issuance of the Series C Shares in accordance with the rules and requirements of the Nasdaq Stock Market. If, for any reason, Liberty Broadband does not receive the requisite stockholder approval for the issuance of the Series C Shares, the purchasers will instead acquire a limited number of Series C Shares, together with shares of a newly issued series of non-convertible preferred stock of Liberty Broadband.

 

Liberty Broadband and Liberty Interactive have also entered into an agreement with Charter which provides that Liberty Broadband and Liberty Interactive will exchange, in a tax-free transaction, the shares of TWC common stock held by each company for shares of New Charter Class A common stock (subject to certain limitations). In addition, Liberty Interactive has also agreed to grant Liberty Broadband a proxy over the shares of New Charter stock it receives in the exchange, along with a right of first refusal with respect to the underlying New Charter stock.

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ItsAValueTrap just to clarify: I might have missed this but where does it say that "...Ventures swaps TWC shares with Broadband.  Ventures receives class A Broadband shares."  I thought Ventures would grant Broadband proxy on the CHTR shares Ventures receives as well as RFR. Also I thought Ventures purchased Class C Broadband shares with the PE partners and does not receive Class A.

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Anyone on here doing the long/short Lvnta/expe?

 

I am. But I increased LVNTA to EXPE exposure (or reduced EXPE short) from 1:1 (long 1 LVNTA, short 0.167 EXPE) to 2:1 since EXPE seems like the faster grower here than LBRDK and it felt kind of silly to hedge it away in hindsight.

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At what price expe did you make the adjustment?

 

Have you considered going in the other direction? Shorting chtr as well as shorting expe?  There's about $40 of chtr and expe in each share of Lvnta. Paying 2 bucks for the rest of Lvnta seems a hell of a discount.

 

Or a modification of that: say shorts of 75% of chtr and expe.  If you want to give up some discount for a better quality more diversified portfolio (ie including chtr and expe alongside ccommerce bodybuilding cash etc)

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At what price expe did you make the adjustment?

 

Have you considered going in the other direction? Shorting chtr as well as shorting expe?  There's about $40 of chtr and expe in each share of Lvnta. Paying 2 bucks for the rest of Lvnta seems a hell of a discount.

 

Or a modification of that: say shorts of 75% of chtr and expe.  If you want to give up some discount for a better quality more diversified portfolio (ie including chtr and expe alongside ccommerce bodybuilding cash etc)

 

I gradually adjusted the ratio since about a month ago. Loss from EXPE more than overwhelmed the gain from LVNTA. For some reason, market doesn't seem to discount tax-efficient spin-off of EXPE to holders.

 

Hard to decide how much short for CHTR as they may increase ownership of LBRDK to facilitate TWC-CHTR merger contingent on merger closing. CHTR seems to be a more stable FCF generator once they slow down growth capEx. Also, some smart fund managers have been adding CHTR. i.e. Berkshire and Lone Pine. So I don't want to be on the other side of their trades. Eventual merger of LBRDK and CHTR is highly likely in 4-5 years or more, which would further narrow the NAV discount.  And shorting both would require too much collateral upfront. As well, you will likely need to be quite patient until the IPOs of the rest of the e-commerce divisions unlock the value of those.

 

 

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Really interesting that people talk pages over pages over something like IBM or VRX, but ignore something where you can buy a true compounder with excellent management/capital allocation for 40-50% of its market price with catalysts 1-2 years out. What am i missing or is holding you guys back?

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If LVNTA were trading below NAV, Malone would buy back shares.

 

I don't believe LVNTA is buying back shares.

 

But this implies that EXPE is not tax efficient distributed/sold. Ok thats a risk, but i have zero downside for that scenario.

And why then has the discount grown that much in the past weeks/months?

 

ENGLEWOOD, Colo.--(BUSINESS WIRE)-- Liberty Interactive Corporation (QVCA) (Liberty Interactive) (Nasdaq: QVCA, QVCB, LVNTA, LVNTB) today announced that its board has authorized management to pursue the spin-offs of two newly formed companies to be called CommerceHub, Inc. and Liberty Expedia Holdings, Inc. (Expedia Holdings) to holders of its Liberty Ventures Group stock (collectively, the Spin-Offs).

 

We are pleased to announce our plan to separately spin-off CommerceHub and Expedia Holdings, said Greg Maffei, President and CEO of Liberty Interactive. "We believe the Spin-Offs should unlock value for our Liberty Ventures shareholders in an efficient manner and increase focus on the remaining attributed assets of Liberty Ventures.

.......

The applicable record dates, distribution dates and distribution ratios for the Spin-Offs will be announced at a later date. Each of the Spin-Offs is intended to be tax-free to stockholders of Liberty Ventures and will be subject to various conditions including the receipt of an opinion of tax counsel. Subject to the satisfaction of the applicable conditions, the completion of each of the Spin-Offs is expected to occur in the first half of 2016.

 

That was a fast reaction. :)

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Really interesting that people talk pages over pages over something like IBM or VRX, but ignore something where you can buy a true compounder with excellent management/capital allocation for 40-50% of its market price with catalysts 1-2 years out. What am i missing or is holding you guys back?

 

It is likely the complexity of analysis required.

 

I own some of various Liberties, but I would not be able to figure out LVNTA intrinsic value.

How do you even approach it? There are no SEC fillings for LVNTA. So I go to Liberty Interactive fillings ( http://www.sec.gov/Archives/edgar/data/1355096/000155837015002274/lint-20150930x10q.htm for example ) and there's nothing about LVNTA there either except for shares outstanding things... Head blows up. ;)

 

Edit: I guess you'd have to walk through this: http://finance.yahoo.com/news/liberty-interactive-corporation-reports-third-210500461.html

Why is this not in 10Q though?

 

Of course, that's what Malone intends with these trackers/etc.

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Just for fun. :)

 

Looking at http://valueinvestorsclub.com/idea/LIBERTY_VENTURES/137022 and http://finance.yahoo.com/news/liberty-interactive-corporation-reports-third-210500461.html I kinda understand the Liberty Ventures NAV table in VIC writeup. I probably would subtract 200M in DTA value and I would never value operating business at 12x-20x EBITDA (so here goes another 500M or so). This lowers discount to NAV to <10% (is market cap ~6B$ as Yahoo claims?).

 

I don't understand

Applying the full $10 / share discount to LBRDK implies you’re creating the stock for ~$20 / share, versus the current price of LBRDK at $54

 

Is he saying that the 20% to NAV discount is all allocated to LBRDK? This does not make much sense to me.

Well, also if I assume 5-10% discount to NAV, this is cut a lot.

 

Then this relies on CHTR being undervalued and revaluing up in the future. That's another can of worms.

 

Edit: Plus this requires either shorting EXPE or being fine with EXPE valuation - both of which might be issue for investors. I don't short and I don't think EXPE is cheap to hold.

 

So in short: this is complicated multi-step value proposition. If you believe all the parts are undervalued as author claims, then, yes, it's very attractive. If you don't, then not so much.

 

I think I'll stay with my nominal position.

I may be totally wrong though, since it's clearly not an easy stock to value.

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For LVNTA it's not just about the "static" valuation and discount to NAV, it's also about the structure... For example, let's say you have the following:

 

Assets: 120

Debt: 20

NAV: 100

 

Then one year later the assets have appreciated 10%:

 

Assets: 132

Debt: 20

NAV: 112

 

So, 10% appreciation in assets leads to 12% appreciation in NAV (of course it can go the other way as well).  Now, let's add another layer... assume the market cap is 80% of NAV (80), and assume that we're comfortable keeping our debt:assets ratio constant, with all incremental debt going to buybacks.

 

Assets: 120

Debt: 20

NAV: 100

MC: 80

Share Count: 100

PPS: .80

 

Then one year later:

 

Assets: 132

Debt: 22

NAV: 110

MC: 88

Share Count: 97.6

PPS: .90

 

So, we took on 2 of debt and used it to buyback stock at the average market cap (84), which means we retired about 2.4% of share outstanding.  In the end, our stock went from .80 to .90, giving us per share appreciation of 12.7% (vs. asset appreciation of only 10%), which is pretty powerful, especially if the underlying assets are appreciating at a faster pace...

 

 

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Really interesting that people talk pages over pages over something like IBM or VRX, but ignore something where you can buy a true compounder with excellent management/capital allocation for 40-50% of its market price with catalysts 1-2 years out. What am i missing or is holding you guys back?

 

Yeah. I think there is a complexity discount.. In this case, two layers of holding structure can be confusing. I used to skip anything Malone owns since it's too much work to see through the intricacies. And you don't have other superinvestors in this other than it is part of the Malone complex vs VRX or IBM.

 

 

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Just for fun. :)

 

http://finance.yahoo.com/news/liberty-interactive-corporation-reports-third-210500461.html I kinda understand the Liberty Ventures NAV table in VIC writeup. I probably would subtract 200M in DTA value and I would never value operating business at 12x-20x EBITDA (so here goes another 500M or so). This lowers discount to NAV to <10% (is market cap ~6B$ as Yahoo claims?).

 

 

The valuation matches how Liberty itself has valued the operating businesses in the balance sheet provided in http://finance.yahoo.com/news/liberty-interactive-corporation-reports-third-210500461.html. The marketcap of LVNTA matches roughly the equity in this balance sheet, but in it there is Current deferred tax liabilities of 1,274. When you do the math that is >20% of the sum, so that matches the VIC writeup. Even if you assume that they only get around half of these taxes, thats still a 10% discount. When you hedge out EXPE the discount for the resulting stub doubles and LBRDK has a discount of around 10%, too. So this discount on discount is between 30-50% of the current CHTR price, dependend on how tax efficient they can distribute all the stuff.

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Really interesting that people talk pages over pages over something like IBM or VRX, but ignore something where you can buy a true compounder with excellent management/capital allocation for 40-50% of its market price with catalysts 1-2 years out. What am i missing or is holding you guys back?

 

Well, I have meaningful investments in LMCK, LBRDK, and LILAK... I think I have enough exposure to Malone's companies and that those three are a bit easier to understand than LVNTA.

That's the only reason why I don't follow LVNTA very closely. Otherwise, I would consider investing in it.

 

Cheers,

 

Gio

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If LVNTA were trading below NAV, Malone would buy back shares.

 

I don't believe LVNTA is buying back shares.

 

But this implies that EXPE is not tax efficient distributed/sold. Ok thats a risk, but i have zero downside for that scenario.

And why then has the discount grown that much in the past weeks/months?

ENGLEWOOD, Colo.--(BUSINESS WIRE)-- Liberty Interactive Corporation (QVCA) (Liberty Interactive) (Nasdaq: QVCA, QVCB, LVNTA, LVNTB) today announced that its board has authorized management to pursue the spin-offs of two newly formed companies to be called CommerceHub, Inc. and Liberty Expedia Holdings, Inc. (Expedia Holdings) to holders of its Liberty Ventures Group stock (collectively, the Spin-Offs).

 

We are pleased to announce our plan to separately spin-off CommerceHub and Expedia Holdings, said Greg Maffei, President and CEO of Liberty Interactive. "We believe the Spin-Offs should unlock value for our Liberty Ventures shareholders in an efficient manner and increase focus on the remaining attributed assets of Liberty Ventures.

.......

The applicable record dates, distribution dates and distribution ratios for the Spin-Offs will be announced at a later date. Each of the Spin-Offs is intended to be tax-free to stockholders of Liberty Ventures and will be subject to various conditions including the receipt of an opinion of tax counsel. Subject to the satisfaction of the applicable conditions, the completion of each of the Spin-Offs is expected to occur in the first half of 2016.

 

That was a fast reaction. :)

 

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If LVNTA were trading below NAV, Malone would buy back shares.

 

I don't believe LVNTA is buying back shares.

 

But this implies that EXPE is not tax efficient distributed/sold. Ok thats a risk, but i have zero downside for that scenario.

And why then has the discount grown that much in the past weeks/months?

ENGLEWOOD, Colo.--(BUSINESS WIRE)-- Liberty Interactive Corporation (QVCA) (Liberty Interactive) (Nasdaq: QVCA, QVCB, LVNTA, LVNTB) today announced that its board has authorized management to pursue the spin-offs of two newly formed companies to be called CommerceHub, Inc. and Liberty Expedia Holdings, Inc. (Expedia Holdings) to holders of its Liberty Ventures Group stock (collectively, the Spin-Offs).

 

We are pleased to announce our plan to separately spin-off CommerceHub and Expedia Holdings, said Greg Maffei, President and CEO of Liberty Interactive. "We believe the Spin-Offs should unlock value for our Liberty Ventures shareholders in an efficient manner and increase focus on the remaining attributed assets of Liberty Ventures.

.......

The applicable record dates, distribution dates and distribution ratios for the Spin-Offs will be announced at a later date. Each of the Spin-Offs is intended to be tax-free to stockholders of Liberty Ventures and will be subject to various conditions including the receipt of an opinion of tax counsel. Subject to the satisfaction of the applicable conditions, the completion of each of the Spin-Offs is expected to occur in the first half of 2016.

 

That was a fast reaction. :)

 

Awesome news! Just entered this for a couple of months. Lucky me. Hopefully the price will reflect SOTPs.

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