By George Weltman
One does not often hear public companies these days speaking about going private. And why should they? In today’s world of limited bank lending, access to capital is paramount, with liquidity a close second. The world has changed immeasurably from the past when public shipping companies worried about the lack of recognition or respect that their shares received, what perhaps could be called the Rodney Dangerfield syndrome.
Years ago, shipping shares were on no one’s radar and China had yet been admitted to the WTO. Other than OSG, TK and NATS among others in the U.S., shipping shares were mainly traded on international exchanges, where shipping held some importance.
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It’s Wednesday, as we write this, and for the first time we can remember in months it’s been a quiet week in terms of transactions. We took the opportunity of a free moment to meet with Mark Friedman and Hugh Baker of Evercore Partners. Our agenda was twofold: we wanted to understand how Evercore is positioning itself in the competitive landscape of investment banking and to engage in a post-mortem of the recent shipping equity offerings to better understand why some have succeeded while others struggled.
Evercore is different. It is obvious when you walk into their offices, which are quieter than a library should be. There is no trading floor. This is about advisory work in the old style, built on relationships and trust. Like all bankers, they are client-centric, but with a difference. Lacking distribution, they are less driven by the constant need to feed securities through a distribution network. Instead, they are focused on long-term relationships and providing the highest quality advice with respect to their clients’ strategic needs.
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After what we perceived to be a long absence, we were pleased to see the return of Justin Yagerman at his new desk in Deutsche Bank. Mr. Yagerman leads the transportation and shipping team that includes Robert Salmon and Michael Webber. Coverage includes trucking, airfreight, logistics, railroads and, of course shipping.
On Wednesday, Mr. Yagerman initiated coverage of the sector. His main takeaway on shipping was: “near-term fundamentals challenging across the board, but high quality names should continue to outperform.”
By Lambros Papaeconomou, of Mallory, Jones, Lynch, Flynn & Associates,
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TK PEPS Main Characteristics |
Borrower: Teekay Shipping Corporation
Security Type: PEPS
Total Amount Borrowed: $125,000,000
Unit Price: $25.00
Dividend: 7.25%
Date Interest Commences Accruing: February 16, 2003
1st Dividend Payable on: May 16, 2003
Maturity: May 16, 2006
Moody’s Rating: Ba3
S&P Rating: BB
Chart 1
Suppose on February 12, 2003 you were considering investing $25 for 3 years in Teekay Shipping (NYSE:TK). You could purchase either 0.6941 TK shares (stock symbol: TK) at $36.02 (the day’s closing price), or one TK Premium Equity Participating Security (TK PEPS) – (stock symbol: TK_PA), Teekay Shipping’s offering of convertible securities that was priced and sold that day. Would you invest in TK shares or TK PEPS? Under what circumstances would your investment in TK shares be more profitable than TK PEPS and vice versa? How were TK PEPS priced vis-à-vis TK shares? Did arbitrage opportunities exist? In this article we will attempt to answer above questions by analyzing, in depth, Teekay’s recent offering of convertible securities.
TK PEPS earn an annual dividend of 7.25% (or $1.8125 per unit) and are automatically converted into TK shares after 3 years as per the conversion formula described in Chart 2. TK shares earn an annual dividend of $0.86 per share which, at the purchase price of $36.02 per share, is equivalent to an annual dividend yield of 2.39 For a $25 capital investment, investors in TK shares would own 0.6941 shares that will pay them an annual dividend of $0.5969, whereas investors in TK PEPS would own one unit that will earn an annual dividend of $ 1.8125. Therefore investors in TK PEPS will earn an extra $1.2156 per annum. However, as described above and also shown in graph 1, the number and value of TK shares they will receive after 3 years could be the same or lower than those owned by investors in TK shares, and would depend on the stock price of TK shares after 3 years (referred to as “future stock price”).