May 25, 2020—Work From Home Becomes Permanent for More and More Companies. Is this the Way of the Future?
Silvercorp Increases Friendly Offer for Guyana Goldfields by 88% as Third Party Bid Emerges. What Will Happen Next?
Private Equity Firm Advent Reneges on Commitment to Acquire Forescout and Gets Sued. What Are the Potential Outcomes of this Deal Gone Bad?
Spotify Signs Joe Rogan as Exclusive Podcaster for a Rumoured $100 Million. Why Did its Market Cap Increase by $6 Billion?
Welcome investors to the Absolute Return Podcast. Your source for stock market analysis, global macro musings and hedge fund investment strategies. Your hosts Julian Klymochko and Michael Kesslering aim to bring you the knowledge and analysis you need to become a more intelligent and wealthier investor. This episode is brought to you by accelerate financial technologies. Accelerate because performance matters. Find out more at www.Accelerateshares.Com.
Julian Klymochko: Welcome podcast listeners to episode 69 of The Absolute Return Podcast. I am your host, Julian Klymochko.
Michael Kesslering: And I am Mike Kesslering.
Julian Klymochko: I’ve got a great podcast for you all this week. A number of really, really interesting events to chat about, off the top.
- Work from home. More and more of us are doing that these days it is becoming permanent for many companies these days. Is this the way of the future?
- Silvercorp increases its friendly offer for Guyana Goldfields by a stunning 88% as a third party bid emergence. What is going to happen next at this incredible a bidding war? The first of the post COVID-19 era.
- Private equity firm, Advent Reneges on its commitment to acquire a Forscout and get sued. So this one made its way into a Delaware court. What are the potential outcomes of this deal gone bad?
- Lastly, Spotify signs, Joe Rogan as exclusive podcast for a rumoured $100 million dollar deal. That is right, a $100 million dollars allegedly into Joe Rogan’s jeans for exclusivity on his podcast. Why did Spotify as market cap increase by nearly $6 billion on this deal? So on a number of super, super interesting things to chat about.
WORK FROM HOME BECOME PERMANENT FOR MORE AND MORE COMPANIES
Julian Klymochko: First, I wanted to talk about what this entire coronavirus pandemic has brought a whole work from home, movement. We previously, especially people in finance. You look at different capital markets positions. This is the type of position and industry there is a lot of FaceTime, you got to be in the office, yada-yada-yada, and many people in this business didn’t think that they could operate efficiently or effectively from home. But that idea has been completely turned on the head in no sector more than in the technology sector. You are seeing a number of large technology firms being like. Look, this is working out phenomenally well specifically, we’ve heard from Twitter and Spotify, both this week announcing the transition to a permanent shift to remote work from home because they are finding increased productivity, decreased costs, and much, much easier to run. The increased use of cloud computing has made things significantly easier and no doubt, everyone knows a Zoom video, Google Hangout Meets and things of that nature, that make video conferencing easier than ever.
So in addition to Twitter and Spotify, social networking giant Facebook also announced that expects half of its 50,000 strong workforce to be working from home within the next 10 years. Interesting aspect that I wanted to discuss is this transition from a centralized office to a distributed workforce, has significant implications for commercial real estate. Number one, and company culture, number two that will play out for years to come. The other interesting thing is say, if you are a Silicon Valley tech company where it is incredibly expensive to live. You could see, you know, people moving out of, let’s say San Francisco, Southern California, to less expensive jurisdictions, less expensive places to live for a better kind of work life balance where your money goes a lot further and taking that at step even further is that, you know, what’s the distributed workforce of the future look like?
Is it all, you know, North Americans or will you have, you know, team members and Bangladesh and Thailand? I know we do a lot of work through fiverr.com, which has freelancing work on this podcast specifically. And we have people working on our project podcasts from Jamaica, from Bangladesh and the middle East. So all of these jurisdictions throughout the world, which naturally would not happen without the internet and some of these apps and services such as fiverr.com, so what are your thoughts on the implications of this whole work from home movement and how managers are realizing? Look, we can not only do this effectively, but it’s perhaps even better than the standard office environment.
Michael Kesslering: Yeah, so I guess some of the implications to start with would be, I guess, one of the main things to remember is when any of these companies are talking about their targets, they’re now like, say for example, in Canada, we have an example with Shopify where they’re saying that, you know, that any of their employees can work from home indefinitely now. They announced that this week and that they want to be digital by default and that would be for the rest of the year and then into the future, but that their offices would remain closed until the New Year. Then after that, that they would be looking at targeting a 20 to 50% capacity and I am seeing similar verbiage from the other tech companies is where they are really just expressing how the employee usage of the office as a percentage of their office space capacity.
And really what, what I would remember there is that may not actually cause a, you know, a major impact on commercial real estate in the short term, beyond negative sentiment as companies. They are just talking about that capacity and so they’re just not going to fully utilize their office space, but moving into the future, that’s certainly a negative because, yes, many of these companies are signing 10 year leases or you know, terms in that kind of timeframe. So then, when you are looking, you know, into the longer-term future, this could become quite an issue for commercial office space. Because if you are looking at an unutilized asset, you look at well, why are we keeping all this office space and just utilizing 20 to 50% of that, you may make sense to just get rid of half of that office space.
And if many companies are doing that, so in Canada with the Shopify example, I did just want to point out that in the Ottawa market, they have about 425,000 square feet of leased real estate in the city. And just for some context in Canada, as a whole in the office space market. There was 5.9 million square feet of net absorption in 2019 and what that means net absorption is just the square footage of tenants moving in versus tenants moving out in the country for the year. So that’s 7.2% of the net absorption of Canada as a whole, so it definitely would be a material impact to say, if Spotify just got rid of all their real estate. Which, you know, I don’t see that happening, but as well, the other thing to look into with Twitter is that they did seem to have a caveat where they said that if the employee is in a role in situation that enables them to work from home then they will be able to work from home.
But you know, it does look like they are here marking certain roles to be eligible and certain roles to be ineligible for working from home but I mean, you know, speaking from our point of view, we’re a company that we did, you know, create policies that allowed us to easily transition to working from home. I believe we have talked about it on the podcast before and you know, I think that is going to be very common moving into the future, especially with everything becoming more cloud based. It is just very, very easy to do so.
Julian Klymochko: Yeah, especially with high-speed internet 5g services, video conferencing and things such as that nature, however, you know, offices, traditional offices will still serve somewhat of a role. For example, Shopify said that it would retain offices around the country as recruitment hubs, but would not expect most employees to regularly show up in person. So understand that, you know, they could be used for training employees and once they get into the groove, then they can transition to work from home, so it won’t be obviously a hundred percent across all office type positions. However, if you are a long-term investor in commercial real estate, this is a trend that you really need to pay a lot of attention to and certainly something to be worried about, historically commercial real estate has really been a bulletproof-type asset class where you can expect that these high quality downtown commercial office buildings to be leased up for the most part.
But, you know, is that assumption still valid as more and more companies accept a work from home mentality and have that deeply ingrained within their culture, so that’s something for commercial real estate investors to ponder. It won’t be a near term thing, but it’s certainly something to think about within a long-term investment framework.
SILVERCORP INCREASE FRIENDLY OFFER FOR GUYANA GOLDFIELD BY 88% AS THIRD PARTY BID EMERGES
Julian Klymochko: Onto some M&A news really, really exciting event this week. So we have our first corporate bidding war of the post Coronavirus era. This week Guyana Goldfields received an unsolicited all cash bid from an unnamed interloper, so we have been covering this situation and it is important to note a bit of disclosure. We are long Guyana Goldfield, short Silvercorp stock in our arbitrage fund. What has been happening with Guyana Goldfields as they previously had a friendly deal with Silvercorp, a cash and share deal and then a Gran Columbia Gold came over the top with a significantly increased unsolicited bid that beat Silvercorp for Guyana Goldfields, now Guyana Goldfields rejected the Gran Columbia bid. Which we discussed on last week’s podcast, citing conditions on the deal, although they did indicate they liked the valuation, so what happened over the weekend was a third party got involved here with an all cash bid and it was an unnamed interloper. They did not name who it was nor the price. However, what this did was it forced Silvercorp to raise their friendly bid dramatically, so by a stunning 88%, they increased the consideration for Guyana. Obviously, shareholders such as ourselves, extremely happy with what is happening here. This new bid from Silvercorp represents an enormous 187% premium to Guyana Goldfields unaffected price, so a substantial bidding war happening here and this is the sort of bidding war that can make an arbitragers year.
And I suspect it isn’t over yet, so if you are an arbitrage, you enjoy participating in Merger Arbitrages. You better get involved in Guyana Goldfields deal or you know, you don’t want to be left out of bidding wars because that’s where the real Merger Arbitrager money is made. The other thing that we need to know is that you know, we, have not heard from Gran Columbia with respect to this third party all cash bid nor Silvercorp increased bid. So, you know, a lot of news flow could come out. Typically if, an interloper is not interested in participating. They tend to come out and say that immediately. This new bid was revealed on Monday. It is now Friday, have not heard from Gran Colombia. Have not heard from this unnamed third party, all cash bidder. So who knows where that is going to go? The most shocking thing of all is that the Guyana Goldfields share-price was still at a discount to the Silvercorp bid. You like never ever see that typically arbitragers will trade at a premium just to have that upside optionality of another bidder coming in and here in this situation, you have two potential other bidders. I was just absolutely shocked how you know; this stock is not at a premium to the Silvercorp consideration, but that just goes to show you that there are vast inefficiencies, especially in a small cap Canadian deal, such as this. The other thing that I wanted to mention is that, you know, if you don’t know by now, then you should know we’re in a massive gold bull market. We previously discussed that, you know, every deal announced over the past two to three months in Canada has been a gold M&A deal.
So those stocks are many of them hitting 52 week highs, some of them, some junior gold producers hitting all-time highs, you have massive fiscal and monetary stimulus globally. Exceptionally good macro environment for the precious metal and that is really just a created a bid under all these junior, mid-tier and senior gold companies. It is a sector to watch, if you are an investor, you should definitely be paying attention to the gold sector. Because like I said, it is a pretty exceptional bull market, a lot of deals happening in this space. What are your thoughts on this super, super interesting and exciting bidding war for Guyana Goldfields?
Michael Kesslering: Oh, absolutely from my perspective also very excited about this multiple bidders and this is just, you know, great, great as the shareholder, but also just a follower of the M&A space. It is, you know, bidding wars you know, are just exciting to watch. You do bring up an interesting point about trading at a discount still. As you mentioned, typically, these will trade at a premium and typically, that is some of the rationale there. Is that as a merger arbitrager you want to be the beneficiary of some of the irrational thinking that will go on behind a bidding war. Because a bidding war in and of itself typically, you know, there becomes ego involved and these assets. This isn’t specific to Guyana, but typical you’ll see a company that, you know, an assets will be marked at, you know, X and, you know, after a while, they’re valued at 1.5 times x, just because of, you know, irrational thinking and companies sharpen their pencils with regards to synergies and you just see higher bids. And so that’s really a tailwind that you want to take advantage of…
Julian Klymochko: The so called auction winner’s curse.
Michael Kesslering: Absolutely but the auction winners curse for you as the merger arbitrage that is no cure for you, as you mentioned, that is making your year. One thing I was curious about Julian, do you care to speculate at all whether you know who this third bidder that was unnamed or not in terms of the actual company itself, but you know, any speculation in terms of whether you think it would be a strategic acquire or perhaps a financial buyer, aka, a private equity fund?
Julian Klymochko: Oh, certainly a strategic buyer you rarely see you know, financial sponsors in the gold sector is it is quite rare. Not totally unprecedented, but pretty rare, however, you know, not an all cash bid and the hundreds of millions of dollars. You know, this one is now approaching $200 million. From that perspective, you know, you got to be a sizeable company to put that sort of cash down on the table. My best guess my speculation would be more of a senior type gold producer. Certainly, they would become more disciplined with respect to their M&A but like I said, it is a gold bull market. We are seeing more and more deals, more and more consolidation in the space. Guyana Goldfields has been a long-term underperforming asset and clearly, there is a lot of under under-utilized asset here. Asset value is significantly higher than the share price reflected and we are really seeing that come to the forefront in this bidding war. It is a really interesting situation and you better believe that we will continue to cover this situation on a go forward basis.
PRIVATE EQUITY FIRM ADVENT RENEGES ON COMMITMENT TO ACQUIRE FORESCOUT AND GET SUED
Julian Klymochko: Now on the other side of M&A, and for the most part historically the vast majority of M&A deals close over the past 10 years. It has been roughly 94% of deals close in the U.S. and you have 6% that unfortunately fail, which is what happened on Forescout and Advent, which we are going to get into, but with respect to kind of what is happening on Guyana. Is that historically, you know, you’re always going to have deals fall apart, and in a year you’ll have a handful of these, however, you know, to help offset that offset the average 6% of deals do fail. You tend to have 6% of deals that do get a superior proposal or a bidding war, or an increased in consideration, so a situation like Guyana helps offset a situation like Forescout where an ARB would lose money. There is kind of a gives and takes in this process, and you just kind of got to roll with the punches as they happen. Onto the Forescout file, which for disclosure, we also have a position in, so on that, what happened here was on the day that Forescout Technologies acquisition by private equity firm, Advent was supposed to close. Advent, got cold feet, and tried to terminate the $1.9 billion transaction by claiming a material adverse effect. Now, what a material adverse effect means that basically is a legal term that structured into a definitive merger agreements and refers to an event or a situation in which the value of a company is lowered dramatically due to some unforeseen event.
Now specifically on the Advent/Forescout deal. Advent is claiming that COVID-19 was a material adverse effect on Forescout business. They did miss their Q1 projections or forecasts by a roughly 7%. However, if you do look at the material adverse effect clause in the merger agreement that is specifically carved out effect of a pandemic, which is clearly what, happened here. By carving it out, it clearly indicates that an acquirer cannot claim that a pandemic would be a material adverse effect. Clearly, Advent got cold feet here. All conditions of this deal have been satisfied and they should be closing the deal, however, they are not. This really begs to question you know, the reputation of Advent as a buyer. I always like the Warren buffet quote; he has stated that it takes 20 years to build a reputation and five minutes to ruin it.
If you think about that, you will do things differently. Some clearly buyers, who, you know, try to engage in horse-trading or, you know, abandon the deal at the alternative. They typically end up with the reputation in tatters. It is really a bad thing to enter a deal, and then, you know, try to wiggle-wiggle your way out of it. You know, it is definitely not good for the old reputation there. What Advent is claiming here and there last minute change of heart and, you know, fact of the matter is they’re breaching the merger agreement by not closing is, you know, it’s a hundred percent COVID related is what has been revealed in the court documents. Also what was revealed that was really, really interesting that I picked up is that Advent said it was in negotiations about a quote and alternative transaction, so who knows what that could represent, perhaps it could be, you know, some sort of potential recut and price.
And if they do reach the price, you got to go through this whole process again, stage another shareholder and try another merger agreements to stage another shareholder vote. So it is really, really unfortunate what the buyer is trying to do here. But fortunately, as investors hope Forescout sued Advent for specific performance in an attempt to get a judge, to order Advent, to close the acquisition at the agreed upon deal price of 33 bucks per share. What specific performance means, it is another legal term that effectively, which a judge can force the party within the agreement to perform as expected. In this case specifically, a judge would order or could order Advent to close. If in fact, the judge does not find that an adverse effect has occurred and this one, Judge Sam Glasscock is leading it in Delaware on a couple or a few ways in which this one could turn out.
The judge could order Advent to close at 33 bucks a share and advent would be forced to pay that price. They could perhaps before ruling strike a different deal at a lowered price. My best guess is kind of 25 to 30 bucks a share. Alternatively, the judge could order financial damages, you know, that has happened in the past. If a podcast listeners are interested in looking to a precedent, one would be the Hexion-Huntsman deal that happened in 2008, in which the judge ordered financial damages, I believe north of a billion dollars in which the buyer had to pay. And another precedent in which a judge ordered there was specific performance and the judge ordered the buyer to actually close the deal on the initial terms precedent occurred in 2001 Tyson foods was forced to go through its merger, its acquisition of IBP. That is another one that investors could look into. Nonetheless, at this point, I mean Forescout stock is at 23 bucks in change, significantly lower than the $33 per share deal price. A lot of uncertainty in the market, but hopefully for, you know, merger arbitrageurs or just market participants in general, or even, I mean, as a society, we need to uphold the rule of law, otherwise its chaos. Number one, I hope as a Forescout shareholder, that Advent is you know, held to the terms of the deal. Then, you know, just a matter of fairness and society and rule of law. You like to see contracts to hold up; otherwise, what is the purpose of a contract? If one of the party can just, you know, breach the contract with no negative ramifications, then there is really no rule of law. There’s no purpose in having any sort of contracts, if people are going to obey it and, you know, have any sort of accountability or ramifications for just breaching the terms and contracts. So really, really interesting situation and the world of disputed M&A and deals gone bad. Mike, what are your thoughts on this one here?
Michael Kesslering: Yeah, just one thing I would like to point out as well in terms of the impending court case is that the judge has actually; it was just made that they set the hearing date for June 2nd and 3rd. That is within the outside date, so one little bit of positive news for Forescout shareholders is that, you know, it is very quick like this is a fast moving process with COVID and everything going on. With the court system right now, a little bit of the investorcangst was around if this did get to a hearing, you know, was it going to be, you know, over a month from now? So that is a positive to see it within a couple of weeks. As well right now also seems to be where it is trading currently. Does seem to be, you know, a very interesting…the risk reward scenario after this news, after the lawsuit and everything. It certainly has changed and becomes kind of interesting as you know, with the break-fee of a hundred million dollars or $2 a share. I am seeing kind of the estimate that the downside price could be in the 19 to $21 per share. Whereas if you get a deal recut potentially that’s in the, anywhere from $23 to $26 range or some of the estimates I’m seeing. That does seem interesting. If there is a deal recut, you know, where are you seeing that range, Julian?
Julian Klymochko: Like I said, probably in the $25 to $30 per share range and fire to guess kind of, you know, 10 to 15% lower. Interesting, we have seen one deal re cut in the cycle. It was a strategic deal, not a leveraged buyout. That was on the Borg Warner Adelphi auto parts transaction where they actually re cut the deal 5% lower again, that was kind of early in the process prior to the shareholder vote as it should be. But you know, clearly Advent got a last minute cold feet change, a heart likely based off the Q1 numbers, like I said, they missed by 7%. So it is sad to see along suppose at long-term financial acquire taking a short-term decision. Nonetheless, this has major, major implications for the M&A market. If you look at Tech Data, which is currently you know, under a merger agreement with another buyout from Apollo that is trading very, very close to Forescout Technologies here with all the Forescout developments, Tech Data tends to trade on that. We are also long tech data, so for the future of the M&A market. Clearly we want this to rule in Forescout favours such that buyers can’t sign a deal and then walk away with no ramifications, and we want to see the upholding of the rule of law and specifically contract law, I will leave that one at that.
SPOTIFY SIGNS JOE ROGAN AS EXCLUSIVE PODCASTER FOR RUMOURED $100 MILLION
Julian Klymochko: Wanted to touch on some really, really crazy exciting news in the podcast space. Streaming companies, Spotify, sign comedian, Joe Rogan to make his podcast exclusive to the Spotify platform and a deal worth a rumoured $100 million dollars. Episodes of the extremely popular podcast The Joe Rogan experience of which I am a big fan. I was actually this morning listened to his podcast with Tony Hawk, you know, my childhood hero. It is a really good podcast. I encourage you to check it out; The Joe Rogan experience with its estimated 200 million downloads per month, which is just insane. It is like who doesn’t listen to The Joe Rogan Experience Podcast, right? With 200 million rumoured downloads per month. This will begin airing audio and video exclusively to the Spotify platform, starting in September. In addition to that, like Rogan’s one of the most popular YouTube podcasters, often with millions of people watching each episode and YouTube is going to lose him on their platform. Major hit for YouTube, huge win for Spotify on this deal. As we previously discussed on this podcast, Spotify has been on a podcast acquisition spree. They previously acquired Gimlet Media, Anchor and Parcast over the past year and financial implications. Say this was a $100 million dollar deal, the financial terms were undisclosed. Look at what happened with Spotify stock after that announcement, their market cap increased by about $5 billion on the news of the Rogan deal. What does that tell you? Joe Rogan was massively-massively undervalued if they paid $100 million dollars for 5 billion in market cap gains. What are your thoughts on this? Just wicked deal for Joe here.
Michael Kesslering: Yeah, wicked deal for all around really. One of the comparisons I was seeing was to the Howard Stern SiriusXM deal back in 2006, which was a pretty major cornerstone for satellite radio or for Sirius. But you know, in my own thoughts, I don’t really
Think it is as a great as a perfect example. As the Joe Rogan, podcasts will still be free and it is just a licensing deal where, he is not going to be an employee of Spotify. He will still be producing it. For me, I guess the most interesting and newsworthy aspect of this was, as you had mentioned, the YouTube aspect as Spotify is video platform is still just really in its infancy. Personally, I have had Spotify premium since 2014, and I had no idea that they even had a video feature. I am not a perfect example, but you know, just an indication that it is still very much in its infancy. You know, it does seem like it is higher risk for Rogan. You know, long-term, I guess if, he is worried about losing some, his YouTube viewers, but he still is going to be producing his YouTube clips, which Spotify is, allowing him to do to his 8.5 million YouTube subscribers.
And so by doing that, it’s really just kind of a funnel into the Spotify platform and to route listeners by getting these viral clips on YouTube route them to the Spotify platform so that they can listen to the entire long form content. And really just looking at the math. When you had mentioned you know, some of Spotify, other acquisitions in the podcasting space. It really just comes down to what we had discussed earlier, and that’s the margin dynamics of music versus podcasting and for any, music content, they have to pay a certain amount of royalties it’s in that 10 to 15%, which is, you know, just coming straight out of their gross margins. Whereas you do not have that in podcasting or at least in this scenario. They are able to amortize that out through their entire user base, for example, with this Joe Rogan acquisition.
And there, they are assuming that they are going to be getting a ton more Spotify premium subscribers because of this. It is basically that the Joe Rogan podcast will be free on Spotify, but they will have a, you know, a more robust catalogue behind the paywall. It is really just kind of a teaser to get you on the platform. Ultimately, you know, in terms of a podcast worth, this does make sense that Spotify is the 10,000-pound gorilla in the room able to pay more than other platforms. Number one, because of the capital that they have raised so far, but as well, just thinking of the dynamics of a podcast, selling ads, they are typically able to get $20 to $30, per thousand impressions. If you do the math on a subscription basis, you know, getting additional subscribers that is a reoccurring revenue is obviously a more interesting revenue model than, than having to continually sell ads. Overall, like this is very big news for podcasts in general. And you know, some of the analysis that I was reading is this increases the valuation of some of those top podcasts that are in the top 100 definitely increases the valuation of those by, you know, I’d seen estimates of 20 to 30%. So this is a yeah, great news all around.
Julian Klymochko: Wow. You know some implications here. Well, number one, I am going to have to download Spotify because I got to listen to my Joe Rogan Experience Podcast. They will get themselves at least one additional MAU, monthly active user. I will be one of those, and number two, a Spotify, if you want a chat, perhaps we could strike a deal exclusivity on the Absolute Return Podcast. We will see about that. Perhaps we won’t get the a $100 million dollars that Joe Rogan did, but you know, Spotify call us if you want to chat. Other than that…
Michael Kesslering: The phone lines are open.
Julian Klymochko: Yeah, exactly. Other than that, that is about it or us, this week’s folks on episode 69 of The Absolute Return Podcast. If you liked it, please leave us a review and you can always check out more on absolutereturnpodcast.com. You should definitely check us out on Twitter; give us a follow. Mike where can they find you on your Twitter?
Michael Kesslering: It is M_Kesslering.
Julian Klymochko: And I am on the Twitter at Julian Klymochko, K-L-Y-M-O-C-H-K-O but until next week, we wish you all the best in your trading, investing, speculating, short selling and arbitraging. And until next week, have a good one. Cheers.
Thanks for tuning in to the Absolute Return Podcast. This episode was brought to you by Accelerate Financial Technologies. Accelerate, because performance matters. Find out more at www.AccelerateShares.com. The views expressed in this podcast to the personal views of the participants and do not reflect the views of Accelerate. No aspect of this podcast constitutes investment legal or tax advice. Opinions expressed in this podcast should not be viewed as a recommendation or solicitation of an offer to buy or sell any securities or investment strategies. The information and opinions in this podcast are based on current market conditions and may fluctuate and change in the future. No representation or warranty expressed or implied is made on behalf of Accelerate as to the accuracy or completeness of the information contained in this podcast. Accelerate does not accept any liability for any direct indirect or consequential loss or damage suffered by any person as a result relying on all or any part of this podcast and any liability is expressly disclaimed.