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Ohio Teachers Pension Private Equity Secrets: Unlimited Leverage, Outlandish Fees, Conflicts Of Interest And Questionable Valuations

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The SEC’s website warns private equity investors to be vigilant about fees and expenses, as well as alert to conflicts of interest. A lawsuit filed on behalf of members of the Ohio Retired Teachers Association demands that the $100 billion State Teachers Retirement System of Ohio end a year-plus of stonewalling teacher public records requests and disclose the very same information about its private equity holdings which the SEC considers vital to protecting workers’ retirement savings. Brushing regulatory concerns aside, STRS Ohio and its Wall Street investment advisers remain intent upon maintaining secrecy regarding tens of billions in state pension assets invested in over a hundred of these costly, high-risk private funds.

In order to better educate investors, the SEC’s website today provides an informative discussion of the risks of investing in private equity funds, with helpful links to certain enforcement actions the regulator has brought related to specific industry abuses.

At the outset, the agency notes that although private equity funds may be advised by advisers that are registered with the SEC, private equity funds themselves are not registered with the SEC. As a result, private equity funds are not subject to regular public disclosure requirements.

Under What should I know?, the agency specifically warns investors about illiquidity, investment fees and expenses and conflicts of interest.

Illiquidity

The SEC warns that because of their long-term investment horizon, an investment in a private equity fund is often illiquid and it may be necessary to hold the investment for several years before any return is realized. Private equity funds typically impose limitations on investors’ ability to withdraw their investment—often 10 or more years.

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I’ve seen some funds which I refer to as “cradle-to-grave” that limit investor withdrawals for as much as 50 years. You’ll be dead before you get your money back.

Fees and Expenses

When investing in a private equity fund, the SEC notes that an investor usually receives offering documents detailing material information about the investment and enters into various agreements as a limited partner of the fund. These offering documents and agreements should disclose and govern the terms of the investor’s investment throughout the fund’s life, including the fees and expenses to be incurred by funds and their investors. These materials, which the SEC advises all investors (including participants in public pensions) read carefully, are the very same documents which members of the Ohio Retired Teachers Association have long demanded to see and STRS Ohio and its Wall Street money managers has steadfastly refused to disclose.

Without access to these documents and agreements, it is simply impossible for active and retired teachers, as well as taxpayers, to determine whether STRS Ohio officials and the external private equity advisers it hires are prudently managing pension assets. One has to wonder: if the pension and Wall Street are diligently fulfilling their fiduciary duties, why the fierce opposition to transparency?

Who’s hiding what?

Thankfully, the SEC answers the above question by providing a link to certain enforcement actions the agency has brought involving fees and expenses that were incurred by funds and their investors without being adequately consented to or disclosed. Investors should be vigilant about the fees and expenses incurred in connection with their investment, says the SEC.

Again, STRS Ohio participants cannot be vigilant if they’re not allowed to see the “secret” documents related to their retirement savings.

Conflicts of interest

Private equity firms often have interests that are in conflict with the funds they manage and, by extension, the limited partners invested in the funds, warns the SEC. Private equity firms may be managing multiple private equity funds as well as a number of portfolio companies. The funds typically pay the private equity firm for advisory services. In addition, the portfolio companies may also pay the private equity firm for services such as managing and monitoring the portfolio company. Affiliates of the private equity firm may also play a role as service providers to the funds or the portfolio companies. As fiduciaries, advisers must make full disclosure of all conflicts of interest between themselves and the funds they manage in order to get informed consent.

Again, information regarding all conflicts of interest—which the SEC advises all investors read carefully—is the very information which members of the Ohio Retired Teachers Association have long demanded to see and STRS Ohio and Wall Street has steadfastly refused to disclose. Without access to this information, it is impossible to determine whether STRS Ohio officials and the external private equity fund advisers are prudently handling pension assets.

Why the fierce opposition to transparency?

Who’s hiding what?

Once again, the SEC provides a link to certain enforcement actions, related to an adviser’s alleged failure to disclose certain conflicts of interest to the funds it manages. Through its various relationships, including with affiliates and portfolio companies, there exists opportunity for advisers to benefit themselves at the expense of the funds they manage and their investors. It is important for an investor to be aware and alert about the conflicts that exist, or that may arise, in the course of an investment in a private equity fund, says the SEC.

Again, teachers participating in the pension cannot be aware of and alert as to conflicts of interest disclosed in documents they are not allowed to see.

Unlimited Leverage

While the SEC website does not include warnings about use of leverage or borrowing by private equity funds, all such fund documents I have drafted as a lawyer, or reviewed over the course of my career, permit unlimited use of leverage. Unlimited leverage greatly increases risk of loss and, worse still, in my experience public pensions universally fail to adequately monitor leverage on a timely basis related to private equity assets. That is, public pensions have no idea just how highly levered their private equity portfolios are at any given moment.

Given that public pensions are already severely underfunded and are increasingly turning to leverage in a desperate gamble to boost investment returns (as well as ooften pension staff compensation), it is critical that participants and taxpayers themselves monitor use of leverage. Stakeholders cannot assume pension officials and Wall Street are diligent.

Again, STRS Ohio particpants cannot be aware and alert as to leverage levels disclosed in documents they, as well as likely pension officials, are not allowed to see.

Valuation Uncertainties

Given the illiquid nature of private equity assets, advisers are permitted tremendous latitude in how they value the assets they manage. Basically, advisers are allowed to unilaterally determine values and there is no assurance the assets can or will be sold at those values. Worse still, advisers are subject to a conflict of interest in valuing assets under management because the greater the assigned value, the higher the asset-based fees they are paid.

Since, STRS Ohio refuses to disclose to participants the nature and amount of assets held in private equity portfolios, it is impossible for teachers and taxpayers to determine whether the valuations are appropriate or, more likely, inflated, as well as whether pension officials are diligently monitoring portfolio valuations.

This past week, it was reported that the $440 billion CalPERS state pension sold a record $6 billion in private equity stakes to Wall Street at a 10 percent discount. That amounts to a $600 million transfer of workers’ wealth to Wall Street, in my opinion. Discounts on private equity secondary sales can be far greater, as much as 50 percent. In short, private equity assets may be grossly inflated, thus making public pensions appear better funded, i.e., less underfunded, than they really are. For their protection, pension stakeholders need access to information regarding private equity portfolios and corresponding values—they very information STRS Ohio and Wall Street are fighting to keep secret.

As a former SEC attorney, I never thought I’d see the day when government workers and retirees were summarily denied prospectuses, offering documents and agreements related to the costliest, riskiest investments in their retirement plans.

Investors forced to sue to get these fundamental documents? I never would have predicted it.

Now that secrecy in public pension investing is the “new normal,” I’m hoping securities regulators will wake up, do their jobs and compel disclosure, as opposed to leaving it up to the courts to restore public accountability.

Finance

How One Founder Is Helping DIY Investors Navigate Risk

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August 14 is National Financial Awareness Day, and I had the opportunity to chat with John Duffy, founder of Trending Stocks, who went from personally absorbing the 2000 and 2008 market crashes to launching a risk-adverse stock market platform for DIY investors. Here, I chat with Duffy about trend following and investment risk management.

WHAT GAVE YOU THE IDEA FOR TRENDING STOCKS?

It took me 14 years to “get even” after two huge downturns in the stock market – first in 2000 (down 50%) and then in 2008 (down 56%). Losing 14 years of investing time and money was the impetus for me to research a better way in the market. I learned about the ancient trend following strategy – and while it worked well – there was no simple software or program to apply it. Spending hours upon hours charting and graphing doesn’t interest anyone, so I programmed and launched TrendingStocks.IO to automate the research time and hassle on the backend.

HOW DOES IT HELP INVESTORS AVOID RISK?

The trend following strategy inherently has a focus on risk management, so I applied that into the new platform. The risk management helps investor avoid riding the market down. You pre-set a fixed stop-loss amount based on your personal risk tolerance. As a stock goes up, which it should based on the trend following strategy’s identification, so does the stop-loss amount; it rides up. While the stop-loss amount fluctuates up and down causally with the stock, if it gets down far enough to cross below a bottom threshold – we flag you to sell and get out.

WHAT’S YOUR BACKGROUND?

Aside from studying finance, economics and business, I’m a Vietnam Navy Veteran. Oddly enough, this was my foray into programming and coding. I bunked with the first IBM IBM programmers in the world. Their expertise interested me, so I asked a bunch of questions and they taught me the science.

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Not to date myself, but this was before when computers could be owned, only leased. IBM recruited me to program after the war, so I entered as one of few who had learned how to program back then.

IS THIS FOR DAY TRADERS OR DIY INVESTORS?

This is definitely not a day-trading solution. Trending Stocks provides analysis at the end of every business day and therefore, it’s not suitable for day trading. It’s after-hours based.

The tech is suited for a long-term, DIY investor and anyone who’s a newbie or wants to get involved in the market. Aside from managing risk, being a diligent trend follower helps with wealth growth over time.

Once an individual has confidence they’re working with good investable trends and a solid risk management process, it’s an easy plan to follow and platform to supplement that plan.

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Entrepreneurship

Difference Between CFD and Shares

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Contracts for Difference (CFD) trading and share trading vary primarily in that when you trade a CFD, you speculate on a market’s price without acquiring ownership of the underlying asset, but when you trade shares, you must do so.

The main distinctions between a share and a CFD are ownership and leverage. You become the owner of the shares when you purchase shares. Investing in shares is equivalent to acquiring a modest ownership share in a business you support. You must pay the whole share price when purchasing stock shares.

CFDs vs shares

Contract for Difference is referred to as CFD. Without holding the underlying asset, you can speculate on the price of a security by engaging in online CFD trading. A stock, stock index, currency, commodity, or cryptocurrency might all be the underlying security for a CFD. With CFDs, you may join a trade with a lower initial investment because they trade on leverage.

Trading CFDs involves taking into consideration leverage and margin, fees and charges, instrument categories, going short, and asset ownership, which is one of the primary difference between CFD and share trading. Let me elaborate more.

What are Leverage and Margin?

Leverage and margin go hand in hand when trading CFDs. By using leverage, you may acquire exposure to an underlying asset without having to put down the whole amount of money needed to purchase and hold the real asset; instead, you just have to contribute a portion of the position’s overall worth.

The amount you must initially have available to begin a position, known as margin, fluctuates based on the contract size and the underlying asset you want to trade. Margin is not a cost. Based on the pre-determined leverage for the asset class, the first margin need is expressed as a percentage of the contract value. Risk is increased while trading on margin.

When you trade on the Invest trading platform, you must have the full asset value accessible, and you buy shares without applying leverage to your available funds.

Variety of Assets

You may trade on more than 2500 different assets on the Traders Union CFD platform, including shares, forex, commodities, indices, cryptocurrencies, ETFs, and options. You may do this to diversify your portfolio and get exposure to major exchanges across the world.

The Invest trading platform is a marketplace where you may buy and sell stocks and ETFs (ETFs). You may purchase and hold shares of your favorite businesses or any listed ETF on the platform, as well as benefit from the newest IPOs when firms go public, thanks to your access to over 1200 equities and 90 ETFs.

Asset Ownership

You may acquire exposure to an underlying asset, such as Gold (XAU), Apple (AAPL), or EUR/USD, without really holding it by using a CFD. Due to changes in the underlying asset’s price, you will either gain or lose money. The goal of CFD trading is to bet on changes in an underlying asset’s price. The size of the stake and price changes determine any profit or loss.

In contrast, when you purchase a stock on the Invest trading platform, you become the owner of the physical asset and look for a potential longer-term rise in the asset’s value before selling it.

Trader doing CFD trading

A Little More About How CFDs Can Differ From Investing

If your position remains open overnight while trading CFDs, you will be charged an overnight fee. While CFD trading is frequently utilized to speculate on near-term events like earnings announcements or the release of U.S. data reports, stock trading is typically favored for constructing portfolios.

In summary, both CFD and share stock trading offer benefits and drawbacks, and both let you profit from price changes that might result in either a gain or a loss. You should be able to choose which Traders Union platform best matches your trading preferences after you have an understanding of your trading goals. Which trading platform—CFD or Invest—does best for you?

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Finance

Hillenbrand Should Spinoff Their Casket Business. It Would Mean 50% Upside For Shareholders.

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As humans, we find death a difficult topic as it brings up a lot of feelings of anxiety, fear and awkwardness. As well as sadness. It’s extremely unsettling to think of our mortality. We tend to put it out of our minds, but as with taxes, death is an absolute certainty, as Mr. Benjamin Franklin so succinctly put it.

Here at The Edge, we to seek out untapped shareholder value as well as underperforming companies for Activist investors. Furthermore, when we find them, we also need to explain exactly how that can be achieved. Sometimes companies are sitting on hidden value and at other times, they just need to be given a push to consider looking more closely at finding and ultimately realizing that value for shareholders.

One company that came across our radar two years ago was Hilllenbrand (HI), currently trading at $45 a share. This Indiana based company is listed on the NYSE and has a market capitalization of just over $3 billion. It has many businesses in the industrial sector that complement quite nicely together. The business it has that sticks out like a sore thumb and that doesn’t fit with the rest of the company is its “Batesville” business, which is involved in the manufacturing and sale of funeral service products, including burial and cremation caskets, cremation containers and urns, other personalization and memorialization products and technology applications for funeral homes. The following is all from our March 31, 2022, report with some recent updates and is available on request.

Timing is Everything. Why Now?

Over the last two years, the management at Hillenbrand HI have continued to progress with the transition away from just selling caskets in the death care business to becoming a large diversified industrial company. At the time, we acknowledged that with the help of an activist investor, the company can come off its 2008 lows and create value for shareholders. However, a lot has happened between then and now that has made a Spinoff of the casket segment even more compelling.

If HI’s stock price hadn’t doubled, there would have been a risk that the market cap size for Batesville would have been too small and been kicked out of the SmallCap 600 Index, and shareholders would have incurred index selling pressure. Likewise, HI’s debt at the time was around 4x and would have presented a challenging split. Now, using the stable and predictable cashflow from BATES, the debt has been brought down to about 1.5x as of Q1 2022. And finally, with someone new at the helm who has seen first-hand what kind of value a Spinoff can create, there is a greater opportunity for a Spin today. This doubling of the stock actually puts Batesville at the right size (larger market cap) and the right leverage point for a smooth break-up;

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HI has increased its industrial focus from a 70/30 revenue split to an 80/20 split. Over the last two years, the management at Hillenbrand, Inc. have continued to progress with the transition away from just selling caskets in the death care business to becoming a large diversified industrial company. The move away from HI’s 100+ year old legacy death/burial business first began after a string of acquisitions starting in 2010. Initially, the Batesville Casket business was the only segment, contributing to 100% of the business. Now, after recently acquiring its Molding Technology Solutions business (Milacron Holdings Corp. (MCRN) for $1.9 billion) which closed on March 30, 2020, this has increased the percentage of the industrial side of the business from 70% of the revs to just over 80% (or on the flipside, Batesville previously contributing to 30% of revs to only around 22% by FY21 and 9M2022).

Revenue Break-Up: Latest Fiscal Year End

Batesville in 2022 is the Right Size for a Spinoff

In March 2020, HI was a $1.4 billion Market Cap ($3.1 billion EV) company. Today, HI is a $3.3 billion Market Cap company, with a $4.1 billion EV. Back in 2020, while the minimum market capitalization restrictions would have been lower than what it is today in order for both the RemainCo and the SpinCo to remain in the S&P SmallCap 600 Index to prevent any near-term index selling pressure, other complications surrounding its debt would have arisen. Therefore, the SpinCo (suggested ticker BATES) is in a much better state to be listed today, creating a pure-play, high free cashflow generating business. See below for our different market cap scenarios.

A separation in March 2020, based on the revenue distribution, would have resulted in a higher leverage for Batesville (BATES) on a standalone basis (4.3x). Furthermore, the split would have led to Batesville leaving the S&P SmallCap 600 in March 2020 as the criteria for inclusion required a minimum market cap of $600 million to remain in the SmallCap Index.

If the management wanted to shift debt in such a proportion to allow Batesville to remain a part of the SmallCap Index, it would have required a 42% distribution of debt, which would have led to a higher leverage of 6.2x for Batesville, making it even less appealing for investors as a standalone company

If HI plans to split the company based on the revenue contribution in today’s terms (as of February 2022), even though the leverage seems more appreciable than in March 2020, the market cap would still lead to Batesville being kicked out of S&P SmallCap 600 Index, as the most recently updated criteria requires the minimum market cap to be around $850 million, which is higher than our scenario putting Batesville’s market cap at around $619 million. However, if we adjust the debt distribution to allow BATES to remain in the S&P SmallCap 600, the below table is the ideal debt distribution scenario:

Based on the above scenario, a 73%-27% split would lead above the minimum $850 million market cap needed for BATES to stay in the S&P SmallCap 600 Index and will also give a leverage of 2x, which is less than the combined Parent’s 2.3x. At a leverage of 2.3x (Scenario 3) or 1.4x (Scenario 2), the leverage is way lower than the peer average of 3.7x (CSV: 5.4x, MATW: 3.8x and SCI: 3.6x). Therefore, this gives HI’s management even more room to manage and distribute debt among the RemainCo and the SpinCo.

If we assume management decides to assign enough debt on BATES that the leverage trades in-line with peers (around 3.7x), this requires a debt distribution in the ratio of 51%-49% for Advanced Process Solutions & Molding Tech Solutions and BATES, respectively. This would lead to a market cap of around $1.6 billion for BATES and a $1.7 billion Market Cap for the RemainCo (with a favorable leverage of 1.4x).

Enticing Proposition of BATES Expanding Its Business as a Standalone Entity

After HI’s biggest acquisition of Milacron in March 2020, the company’s debt was around 4x and therefore why we mentioned this higher leverage would have presented a challenge for a break-up at the time. However, over the last two years, the management have used the stable and predictable cashflow that Batesville (BATES) generates to bring that debt down significantly to about 1.5x as of Q1 2022. This was made clear in HI’s most recent transcript (Feb 3, 2022), where the management said that “our next strategic pillar is to manage Batesville for cash.”

However, when asked about the long-term shift towards cremation (as peers have been), this topic is never fully explored, and the management highlighted a slight decrease in the revenues was due to an increase in families opting for cremation. In fact, close to 55% of all funerals in the US currently are cremations. The real question is whether BATES becomes an independently listed company and uses this predictable cash to expand and improve their FY22E margins (20% compared to over 30% like its peers SCI and CSV), especially to pivot from the relatively high mortality rate seen in 2020 and 2021.

The table above highlights the high conversion rate of FCF HI has achieved, which proves their superior debt-paying capabilities and ability to manage higher operational scaling (if required) based on its own funds. Furthermore, the management has proudly highlighted they have been able to achieve a 100% FCF conversion rate over the past decade, which shows both BATES and the remaining HI business (Advance Process & Molding Technology Solutions) are high free cash flow generating divisions.

Batesville (BATES) derives 89% of its business from the sale of caskets, whereas its peers have a mixture of casket sales and funeral services, and we believe the services business is helping these peers achieve better operating margins compared to BATES. Currently, BATES is expected to report a margin of around 20%-21% for FY22E, primarily through selling caskets. Peers SCI and CSV are expected to make around 30% and 33%, respectively, owing to their revenue mix. We believe a separation into an independent company will allow BATES to leverage on its operational performance and potentially venture into the higher margin Funeral business and Services as well as the cremation space, thereby improving its operating margins and increasing investor wealth.

HI has Underperformed Its Peers and the Broader Market

From 2020 to 2021, HI’s stock price went from as low as $14.29 (March 18, 2020) to over $45 by the end of February 2021. This was reflected in its 2-year TSR annualized (shown below), but historically HI has always been on the lower-end of the TSR chart versus its peers and Index with respectfully a better performance recently.

Total Shareholder Return: HI Vs. Peers & Index

Finally, the management are no strangers to value creation from Spinoffs. There is a new CEO on board after the previous CEO of HI was there for the last eight years and with the company for 27 years. Joe A. Raver retired at the end of 2021. HI’s new and current CEO (as of January 1, 2022) is Kimberly K. Ryan. Ms. Ryan has been on the board of a company that previously performed a Spinoff. She was a board member of Kimball International KBAL (KBAL) since January 2014, which performed a Spin of its Electronic Manufacturing Services business called Kimball Electronics, Inc. (KE) on November 3, 2014. KE jumped +128% in its first year from the Spinoff, so Ms. Ryan has seen first-hand and can appreciate the value creation potential following a break-up.

With a stock market that has taken a bashing, companies need to think of their shareholders as the economy tightens its belt and further consider how they are going to offer value for the holders of their stock. Hillenbrand seems an obvious candidate for hidden value release.

Our one-year Base case target price is $67.36 for HI, implying a potential upside of +45% from the current share price of $46.57. However, our Sum-of-the-parts target price comes to around $78.99, which implies a potential upside of +70%.

Valuation Matrix

Peer Comparison Matrix for the Advance Process & Molding Technology Solutions

Peer Comparison Matrix for the Batesville Segment

Finally on July 20, the company have announced a strategic review of their Batesville business. We believe the correct route for them is to Spinoff the business to existing shareholders to maximize value.

If you are an Activist investor looking for companies like this or you are a regular investor looking to take advantage of price moves due to corporate change, please contact me and experience our service.

The author owns shares of Hillenbrand Inc.

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